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HomeMy WebLinkAbout20 Facilities MgmtCITY- 43-F SAN BE}RNARDINO - REQUEST FOR COUNCIL ACTION From: James Sharer, Facilities Manager Dept: Facilities Management Date: August 13, 1999 RCOA UPT(A Synopsis of Previous Council Action None Recommended Motion: 1. Adopt resolution Subject: Resolution of the Mayor and Common Council approving California Multiple Award Schedule contract number 3- 98- 00 -0226A and awarding contract to NEC BCS, Inc. for the purchase and installation of an Automated Call Distribution system with related hardware and software. Council Date: September 7, 1999 ? Authorize the Director of Finance to amend the FY 1999 -2000 Budget (as outlined in the staff report) to reflect the $68,659 cost of the automated call distribution system in the Telephone Fund, and to reflect the reimbursement to be received from the using departments: Water Department ($44,248), the Refuse Division ($ ,709) and Coddee�Co pliar. ($2,702). .� i / 10� Contact person: James Sharer Supporting data attached: Staff Report FUNDING REQUIREMENTS: Council Notes: ames W. Phone: 384 -5244 Ward(s): All Amount: $68,659 Source: 630 - 262 -5703 %, finance The current Automated Call Distribution systems in the City are not Year 2000 compliant. This new system is Year 2000 compliant and provides additional features to improve customer service. Agenda Item No. 0 o CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION STAFF REPORT SUB E 'r Resolution approving California Multiple Award Schedule contract number 3- 98- 00 -0226A and awarding contract to NEC BCS, Inc. (West) for the purchase and installation of an Automated Call Distribution system with related hardware and software. BACKGROUND The City of San Bernardino currently has one Call Sequencer used by the Public Senices Department. A Call Sequencer is used to assist with a high number of cats for customer service. The Call Sequencer places the calls in a queue and they are answered in the order they were received. This Call Sequencer is not Year 2000 compliant and therefore must be replaced prior to January 1, 2000. The Water Department has an Automated Call Distribution (ACD) system which performs a function similar to a Call Sequencer with some additional features. Water's ACD system is in poor shape and needs replacement. Repair is not an option as the manufacturer is out of business and parts are no longer available. Water's ACD system is also not Year 2000 compliant. The Code Compliance department routinely receives a high volume of customer service calls and would like to have an Automated Call Distribution system to provide a higher level of customer service. Due to these needs, staff researched Automated Call Distribution system options. In order to fully utilize the proposed ACD features a corresponding software system (NaNigator) is needed. The Navigator allows departments to track incoming telephone calls, produce detailed reports, and view - vita! information regarding the number and types of calls in the queue with the goal of improving customer service. NEC, Inc. is the -manufacturer of the telephone system in City Hall and the only known manufacturer to make an ACD which works with the existing phone system. In preliminary research on the cost of the ACD system, NEC approached staff with California lvlultiple Award Schedule (CviAS) contract number 3- 98- 00- 0226.x, a competitively bid pricing schedule performed by the California Department of General Services (see Exhibit 1). The pricing available through this bid is significantly lower than our current maintenance vendor whose initial pricing quote was approximately $96,00C. Total cost under the CMAS schedule is $68,659. In order to take advantage of this pricing schedule it must be approved by the Council. According to SBMC Section 3.04.010, Section B, in the San Bernardino Municipal Code, "Purchases from, or sales to a government or governmental agency, or through any advantageous governmental contract approved by the Council... " are exempt from the regular purchasing bid process. FINANCIAL IMPACT The cost of the ACD system is $68,659 (see exhibit 2). The cost of this system will be shared by the three departments who will be utilizing the system; the Water Department ($44,248), the Refuse Division ($21,709), and Code Compliance ($2,702). The Telephone Support Division will pay for the cost of the system and bill the using departments for reimbursement. A budget amendment is required to budget the cost of the system in the Telephone Division budget (630- 262 -5703) and to reflect the corresponding revenue reimbursement to be received by the Telephone Division from the using departments. The Water Department has agreed to reimburse the City for their share of the cost. Public Services - Refuse Division had savings in their FY 1998 -99 budget that was originally earmarked for the purchase of a computer billing system. Public Services has since decided that this call, distribution system is a higher priority and is requesting to carryover the FY 1998 -99 unexpended computer monies to pay for their portion of this system's cost. The Code Compliance budget has sufficient funds to cover their portion of the costs. RECOMIWENDATION 1. Approve California Multiple Award Schedule contract number 3-98-00-0226A- 2. Authorize the Director of Finance to amend the FY 1999 -2C00 Budget (as outlined in the staff report) to reflect the $68,659 cost of the automated call distribution system in the Telephone Fund, and to reflect the reimbursement to be received from the using departments: Water Department ($44,248), the Refuse Division ($21,709) and Code Compliance ($2,702). J ames Rarer Facilir_es Management Manager I Resolution No. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF SAN BERNARDINO APPROVING CALIFORNIA MULTIPLE AWARD SCHEDULE 3 CONTRACT NUMBER 3- 98 -00 -0226A AND AWARDING CONTRACT TO NEC BCS, 4 INC. FOR THE PURCHASE AND INSTALLATION OF AN AUTOMATED CALL DISTRIBUTION SYSTEM WITH RELATED HARDWARE AND SOFTWARE. 5 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 8 9 SECTION 1. Approval of California Multiple Award Schedule contract number 3 -98-M 10 0226A authorizing exemption from the centralized purchasing system. 11 SECTION 2. Authorize and direct the Purchasing Manager to issue a Purchase Order to 12 NEC BCS Inc. (West) for the purchase and installation of an Automated Call Distribution system 13 with related hardware and software in the amount of $68,659.00. 14 SECTION 3. The authorization to execute the above referenced purchase order 15 16 is rescinded if it is not issued within sixty (60) days of the passage of this resolution. 17 18 19 20 21 22 23 24 25 26 27 28 09���9yy 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF SAN BERNARDINO APPROVING CALIFORNIA MULTIPLE AWARD SCHEDULE CONTRACT NUMBER 3- 9&00 -0226A AND AWARDING CONTRACT TO NEC BCS, INC. FOR THE PURCHASE AND INSTALLATION OF -AN AUTOMATED CALL DISTRIBUTION SYSTEM WITH RELATED HARDWARE AND SOFTWARE. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a meeting thereof, held on the day of , 1998, by the following vote, to wit: Council Members: ESIRADA LIEN MCGINIVIS SCHNETZ (VACAN'I) ANDERSON n c yes Na s Abstain Absent The foregoing resolution is hereby approved this , 1998. Approved as to form and Legal content; James F. Penman, City Attorney BY: City Clerk Judith Valles, Mayor City of San Bernardino r" is Exhibit I Department of General Services Procurement Division P.O. Box 942804 Sacramento, CA 94204 -0001 State of California MULTIPLE AWARD SCHEDULE NEC BCS, Ina(West) 3- 98- 00 -0226A - Brand -Cisco Systems PBX - System Telephone - Digital Wire -Cable (Various) Video Equipment - Conferencing Voice -Mail System CONTRACT NUMBER 3- 98- 00 -0226A 5/1/98 through 5/1/2000 AND GSA* TERM: N DISTRIBUTION: STATEWIDE 'or other similar schedules as defined by CMAS Unit CMAS Schedule A - COUNTY OF MERCED FOCUS # 9997 -01 THERE IS NO LEGAL AUTHORITY FOR CONTRACTORS TO PROVIDE NON - INFORMATION TECHNOLOGY SERVICES UNDER THE CMAS PROGRAM. AGENCIES SHOULD NOT ENTER INTO CMAS AGREEMENTS FOR NON - INFORMATION TECHNOLOGY SERVICES. This contract is available for use by State of California agencies and any city, county, city and county, district or other local governmental body or corporation empowered to expend public funds. While the State makes this contract available, each local agency should make its own determination whether the CMAS program is consistent with their procurement policies and regulations. CMAS Contractors are required to provide all CMAS and Federal (or other base contract) contract terms and conditions with the list(s) of products, services, and prices. These terms and conditions may include guarantees and other important provisions not included on the contract cover page. PLEASE REQUEST FROM CONTRACTOR A COPY OF ALL CONTRACT TERMS AND CONDITIONS IF NOT PROVIDED INITIALLY. 1 Effective Date: 7/6/1998 STEVP& CASARE , Program nal st, California Multiple Award Schedule Unit CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) NEC BCS, Inc. (West) 3- 98 -00 -0226A CMAS CONTRACT TERMS AND CONDITIONS As an alternative, agencies may consider financing through the State's financial marketplace GS SMart. All terms and conditions and lenders The attached CMAS contract terms and conditions dated are pre- approved for easy financing. The GS SMart Internet address is 5/26/1998 are incorporated into this contract. " http:// poldgs/gov /finance/gsSmart.htm ". Buyers without Internet access may call the GS SMart Administrator, Pat Mullen at 9161327 - PURCHASE ORDERS 2600 (pmullenQa dgs.ca.gov) for further information. All individual purchase orders issued against this CMAS contract incorporate these ordering provisions as well as all terms and conditions. SELF - DELETING FEDERAL GSA TERMS AND CONDMONS Instructions, or terms and conditions appearing in the Special Items or other provisions of the Federal GSA which are intended to apply to the purchase, license, or rental (as applicable) of the products or services by the U.S. Government in the United States, and/or to any overseas location shall be self-deleting. (Example: 'Examinations of Records' provision). Federal regulations and standards, such as Federal Acquisition Regulation (FAR), Federal information Resources Management Regulation (FIRMR), Federal Information Processing Standards (FIPS), or General Services Administration Regulation (GSAR) shall be self - deleting. Federal blanket orders and small order procedures are not applicable. ORDER OF PRECEDENCE Any conflict or inconsistency in the meaning between CMAS and the terms and conditions appearing in, or otherwise intended to apply to the Federal GSA Schedule shall be resolved by giving preference to CMAS (see CMAS Terms and Conditions, CONFLICT OF TERMS). VIDEO CONFERENCING Agencies interested in procuring video conferencing equipment and services should be aware of the state's network and equipment interoperability concerns, which extend well beyond any single vendor's equipment. As a minimum, agencies must ensure that the hardware, firmware and software complies with current international CCITT video conferencing standards. TELECOMMUNICATIONS EQUIPMENT Prior to using this contract, all state agencies are advised to review the Department of General Services, Telecommunications Division, "State Telecommunications Management Manual" (STMM), Category 0400 Sections for current delegation parameters applying to the acquisition of telecommunications equipment and services. This provision does not apply to local governments. EXCEPTIONS TO THE ATTACHED County of Merced FOCUS #9997 -01 Contract Leasing Federal GSA Lease provisions are NOT acceptable, and cannot be sold through CMAS because the rates and contract terms are unacceptable, and riot applicable to the State. Federal Lease to Own Purchase (LTOP) and hardware rental provisions with no residual value owed at end term are acceptable ($1 residual value is acceptable). 7,098 ORDER FORM State agencies shall use a Contract/Delegation Purchase Omer (Std. 65) for purchases and services. . Local governments shall, in lieu of the State's Purchase Order (Std. 65), use their own purchase order document. The Procurement Division will bill each state and local agency for use of CMAS contracts, equal to 1.21 % of the value of each order. The Procurement Division will bill state and local agencies directly. The 1.21 % fee should NOT be included in the order total, or remitted before a bill is received from us. One copy of each order shall be forwarded to the Department of General Services (DGS), Procurement Division, CMAS Unit, 1500 - 5th Street, Suite 116, Sacramento, CA 95814, Attention: Carol Umfleet (IMS# C -39). ORDERING PROCEDURES The ordering entity is required to complete and distribute the order form. For services, the ordering entity shall modify the information contained on the form to include the service period (start and end date), and the monthly cost (or other intermittent cost), and any other information pertinent to the services being provided. The cost for each line item should be included on the order, not just system totals. STATE POLICY USE OF CMAS IS OPTIONAL. AGENCIES ARE STRONGLY ENCOURAGED TO OPTIMIZE THE BENEFITS OF THE CMAS PROGRAM BY COMPARING DIFFERENT SCHEDULES FOR VARYING PRODUCTS, SERVICES AND PRICES, AND CAREFULLY REVIEWING ALL CONTRACT TERMS AND CONDITIONS, TO OBTAIN THE BEST VALUE AVAILABLE. THE CALIFORNIA MULTIPLE AWARD SCHEDULE DOES NOT REDUCE OR RELIEVE STATE AGENCIES OF THEIR RESPONSIBILITY TO MEET STATEWIDE REQUIREMENTS REGARDING CONTRACTS OR PROCUREMENTS OF GOODS OR SERVICES. Special attention should be given to the Automated Accounting System requirements of State Administrative Manual (SAM) Section 7260 -62, the Productive Use Requirements of SAM Section 5203. Agencies should be aware that approval from the Department of Information Technology (DOIT) is required for • procurement of major Information Technology systems pursuant to SAM Section 4819.39; • purchase of imaging equipment which exceed $25,000; and • purchase of used Information Technology equipment. Special attention is to be given to the following: • SAM Section 4819.41 and 4832 certifications for Information Technology procurements and compliance with policies. • Services may not be paid for in advance. CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) NEC BCS, Inc. (West) 3- 98 -00 -0226A • Agencies must adhere to the guidelines in SAM Section 2120/2121 for servicing office equipment. • Agencies are required to file with the Department of Fair Employment and Housing (DFEH) a Contract Award Report Std. 16 for each order over $5,000 within 10 days of award, including amendments which exceed 55,000. YEAR 2000 COMPLIANCE Contract language pertaining to Year 2000 Compliance is addressed in the attached CMAS Terms and Conditions. PERSONAL SERVICES To ensure sufficient expertise for all consulting or personal services contracts, prior to issuing an order, the ordering agency is required to review the resumes of all personnel Contractor intends to use to fulfill the order. Each agency is responsible for verifying that Contractor personnel meet any education or experience requirements listed in the CMAS contract. Each order should contain, as a minimum, a description of the task, a statement of the Contractors responsibilities, completion criteria, a list of deliverable items (if any), the estimated starting date, the scheduled completion date, and a fixed cost for each task. The aggregate of the fixed costs for all tasks constitutes the fixed price ceiling for all tasks described. Personal services are available under the following two options: CMAS orders for personal services such as project management, independent verification and validation, systems analysis and design, and miscellaneous services are not limited to the number of hours or months per year that a consultant can work if the services contracted for are not available within civil service, cannot be performed satisfactorily by civil service employees, or are of such a highly specialized or technical nature that the necessary expert knowledge, experience, and ability are not available through the civil service system (Government Code 19130.b (3)). 2. CMAS personal services orders for programmers, systems analysts, and technical specialists which are of an urgent, temporary, or occasional nature, such that hiring additional civil service positions is not feasible, are limited to nine months (1548 hours) per consultant within a twelve consecutive month period (Government Code 19130.b (10)/Califomia State Constitution, Article VII, Section 5). This provision is per agency and is inclusive of orders issued on your behalf by another agency. Contractors must wait three (3) months from CMAS order termination/expiration before submitting the candidate's resume for work at the same agency /department. For both options above, the Contractor may conduct training courses for which appropriately qualified civil service instructors are not available, provided that permanent instructor positions in academies or similar settings shall be filled through civil service appointment (Government Code 19130.b (9)). FOLLOW -0N CONTRACTS /PURCHASE ORDERS FOR CONSULTANT SERVICES IN FEASIBILITY STUDIES AND EDP ACQUISITION No person, firm, or subsidiary thereof who has been awarded a consulting services contract/purchase order, or a contract/purchase order which includes a consulting component, 7/2/98 may be awarded a contract/purchase order for the provision of services, delivery of goods or supplies, or any other related action which is required, suggested, or otherwise deemed appropriate as an end product of the consulting services contract/purchase order. Therefore, any consultant that contracts with a state agency to develop a feasibility study or provide formal recommendations for the acquisition of EDP products or services is precluded from contracting for any work recommended in the feasibility study or the formal recommendation. PUBLIC WORKS PROJECTS A public works contract is defined as an agreement for "the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind" in accordance with the Public Contract Code (PCC) Section 1101. State agencies planning these types of projects need to review the State Contracting Manual (SCM) Section 10 for applicable guidelines and regulations. Agency CMAS orders may allow for a public works component only when it is incidental to the overall project requirements. Agencies are to ensure that the applicable laws and codes pertaining to the Contractor and sub - Contractor licensing, prevailing wage rates, bonding, labor code requirements, etc. are adhered to by the prime Contractor as well as any sub - Contractor during the performance under the agency's CMAS order. LEASEIPURCHASE ANALYSIS State agencies must complete a Lease/Purchase Analysis (LPA) to determine best value when contemplating a lease/rental, and retain a copy for future audit purposes (SAM 3700). The LPA is not required to be approved by the Department of General Services. PRICE ANALYSIS CMAS contracts are considered "price analyzed" because they are based upon federal government multiple award schedules on which a price/cost analysis was already performed, or upon other multiple award schedules where the products have been competitively bid and the prices compared and/or assessed. Therefore, additional analysis is not required by the Procurement Division or individual agencies. ORDER LIMITS The maximum amount of each transaction placed under the award contract is 5500,000. Splitting of contracts to avoid any monetary limitations is prohibited (SAM 1215). Do not circumvent normal procurement methods by splitting purchases into a series of delegated purchase orders (SAM 3572). Splitting a project into small projects to avoid either fiscal or procedural controls is prohibited (SAM 4819.34). MINIMUM ORDER LIMITATION There is no minimum dollar value limitation on orders placed under this contract. CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) NEC BCS, Inc. (West) 3- 98 -00-0226A MULTIPLE CONTRACTS ON STD. 65 ORDER FORM this contract, NSP items must adhere to the following provisions and limitation. Agencies may include multiple contracts from the same supplier an a single Std. 65 Contract/Delegation Purchase Order. Agencies wishing to create a single purchase order using multiple CMAS contract numbers must adhere to the following guidelines, without exception. 1. All contracts must be for the same CMAS supplier. 2. The order must go to one supplier location. 3. Place the word "CMAS' in the space usually reserved for the contract number. On Std. 65s, this is at the top of the form. The word 'CMAS' signifies that the order contains items from multiple CMAS contracts. 4. The purchasing agency may only use one (1) bill code. 5. For each individual contract (as differentiated by alpha suffix), the agency must identify and group together the contract number with line items and subtotal per contract number (do not include tax in the subtotal), AND sequentially identify each individual contract as Sub #1, Sub #2, Sub #3, eta This facilitates accurate billing by the Procurement Division. 6. The total of all items on the purchase order must not exceed the order limit identified in the CMAS oontracL 7. Do not combine items from both commodity and information technology contracts. Commodity contracts begin with the number 4 and information technology contracts begin with the number 3. The order limits are different for these types of contracts. MAINTENANCE TAX Section 1655 of the Sales and Use Tax Regulations of the Business Taxes law Guide under Optional Warranties rule is that sales tax shall not be charged on optional warranties and therefore the Contractor is considered the end user and liable for the sales tax. Prices charged for service are not subject to sales tax and neither can sales tax be assessed the State for any part or consumable supply installed that is included in the full service maintenance. OPEN MARKET ITEMS The only time that open market items may be included in a CMAS order is when they fall under the parameters of the Not Specifically Priced (NSP) Items provision. If the NSP provision is not included in the schedule, or the products and/or services required do not qualify under the parameters of the NSP provision, the products and/or services must be procured separate from CMAS. NOT SPECIFICALLY PRICED (NSP) ITEMS Contractors must be authorized providers of the hardware/scftware services they offer under the Not Specifically Priced (NSP) Items provision; or, otherwise, risk contract termination. CMAS Contractor has the option of accepting orders for non- contract products and services (NSP items), subject to the following requirements. Agency orders containing only NSP items are prohibited. To be included on an order issued under 712!98 1. The Contractor agrees to specifically monitor all schedule orders received to ensure adherence to this provision. 2. A schedule order containing NSP items may be issued only if such an order results in the lowest overall alternative to meet the needs of the Government. 3. NSP items shall be dearly identified in the schedule order. Any product or service already specifically priced and included in the schedule contract may not be identified as a NSP item. 4. Maximum Order Limitation: For orders $250,000.00, or less, the total dollar value of all NSP items included in a schedule order shall not exceed $5,000.00. For orders exceeding $250,000.00, and at the option of the supplier, the total dollar value of all NSP items in a schedule order shall not exceed 5% of the total cost of the order, or $25,000.00 whichever is lower. This includes orders with approved 'exception' limits. 5. An NSP item included in an order issued against a schedule contract is subject to all of the terms and conditions set forth in the schedule contract 6. The following NSP items ARE SPECIFICALLY EXCLUDED from any order issued under this contract a) Items which are not intended for use in directly supporting the priced items included in the same order. An item must be subordinate to the specifically- priced item that the NSP item is supporting. For example, a cable, which is not otherwise specifically priced in the contract, is subordinate to a specifically priced printer or facsimile machine, and is eligible to be an NSP item subject to that cable meeting the remaining NSP requirements. However, a printer or facsimile machine, which is not otherwise specifically priced in the contract. is not subordinate to a specifically priced cable, and is not eligible to be an NSP item. b) Supply type items, except for the minimum amount necessary to provide initial support to the priced schedule items included in the same order. c) Software, except operating software. d) Computers, Computer Systems, Workstations and Terminals. e) External Peripherals. f) Trade -ins, Upgrades, involving the swapping of boards, are permissible, where the schedule contract makes specific provisions for this action. In those instances where it is permitted, the schedule order must include the replacement item and an order notation that the purchase involves the swapping of a board. g) Items which do not meet the Productive Use Requirements. CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) NEC BCS, Inc. (West) 3- 98 -00 -0226A h) Any other item or Gass of items which is specifically CONTRACTOR TRAVEL excluded from the scope of this schedule contract. State agencies (not local governments) should refer to SAM Section 0774 'TRAVEL AND RELATED REIMBURSEMENT OF PERSONS NOT STATE EMPLOYEES,' when transportation and per diem costs are to be reimbursed by the State. i) Public Works components which are NOT incidental to the overall project requirements. Refer to the previous Public Works Projects provision as well as the CMAS Terms and Conditions, Provision #7. j) Products or services the supplier is NOT factory authorized or otherwise certified or trained to provide. k) Follow -on consultant services that were previously recommended or suggested by the same supplier for information technology projects. Refer to the CMAS Terms and Conditions, Provision 1133. The Contractor will not accept any order under the contract containing NSP items which does not conform to these terms. The Contractor will promptly notify the Customer agency issuing the non - conforming order of its non acceptance and the reasons for its non acceptance. PRODUCTIVE USE REQUIREMENTS Each equipment or software component must be in current operation for a paying customer and the paying customer must be external to the Contractor's organization (not owned by the Contractor and not owning the Contractor). To substantiate compliance with the Productive Use Requirements, the Contractor must provide the name and address of a customer installation and the name and telephone number of a contact person. The elapsed time such equipment or software must have been in operation is based upon the importance of the equipment or sohware for system operation and its cost. The following designates product categories and the required period of time for equipment or software operation prior to approval of the replacement item on CMAS. Category 1 - Critical Software: Critical software is software that is required to control the overall operation of a computer system or peripheral equipment. Included in this category are operating systems, data base management systems, language interpreters, assemblers and compilers, communications software, and other essential system software. Cost Prior Operation More than $ 100,000 8 months $ 10,000 up to S 100,000 4 months Less than $ 10,000 1 month Category 2 - All Information Technology Equipment and Non - Critical Software: Information technology equipment is defined in SAM Section 4819.2. Cost Prior Operation More than $100,000 6 months $10,000 up to $100,000 4 months Less than $ 10,000 1 month CREDIT CARD NEC BCS, Inc. (West) does not accept the State of Califomia credit card (CAL - Card). 712198 If the contract provides for travel, State agencies may pay travel and per diem expenses according to state travel time and per diem rules (represented employee rates) and verified receipts. Local government, education and special districts will pay travel time and per diem according to their statutory requirements. All travel and per diem expenses must be within contract parameters, and incorporated into the agency's order. If travel is NOT addressed or is not covered in the contract, then the agency cannot include it as a line item on the order. SHIPPING INSTRUCTIONS F.O.B. (Free On Board) Destination. PAYMENT TERMS Net 30 days. Each State accounting office must have a copy of the attached Vendor Data Record (Std. 204) in order to process payment of invoices. Agencies should forward a copy of the Std. 204 to their respective accounting office(s). Without the Std. 204, payment may be unnecessarily delayed. DELIVERY 30 days after receipt of order, or as negotiated between agency and Contractor. WARRANTY See award schedule for warranties. OWNERSHIP INFORMATION NEC BCS, Inc. (West) is a large business enterprise. CONTRACT DISTRIBUTION AND UPDATES Contractors will provide to agencies a copy of their catalog(s) or listing(s), contract terms and conditions, and all updates upon request. SUPPLIER QUARTERLY REPORTS Contractors are required to submit a detailed report quarterly to the DGS Procurement Division, CMAS Unit, 1500 - 5th Street, Suite 116, Sacramento, CA 95814, Attention: Carol Umfleet (IMS Code # C-39). A separate report is required for each contract. as differentiated by alpha suffix (if applicable). Suppliers with resellers are responsible for reporting reseller ordering activity. Any report that does not follow the required format or that excludes information will be deemed incomplete. Effective September 30 1997 new schedules for suppliers_ with existing schedules, and extensions or renewals of existing schedules, will be approved ONLY if the supplier has submitted to the CMAS Unit all quarterly reports due. CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) NEC BCS, Inc. (West) 3- 98 -00 -0226A Copies of purchase orders are no longer acceptable. Each quarterly report Is required within two weeks of the and of March, June, September, and December of each calendar year. Subsequent to September 30, 1997, reports which become two months past due will result In automatic contract revocation. A report is required even when there is no activity. The report must include the agency name, purchase order number, purchase order date, agency billing code, pre -tax total order cost, agency contact name, address and phone number, and total dollars for the quarter. Tax must NOT be included in the quarterly report, even if the agency includes tax on the purchase order. A sample quarterly report (Attachment A) indicating required format and information is attached for your reference. AMERICANS WITH DISABILITY ACT (ADA) Section 504 of the Rehabilitation Ad of 1973 as amended; Title VI and Vll of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act, 42 USC 12101; California Code of Regulations, Title 2, Title 22; California Government Code, Sections 11135, et seq.; and other federal and state laws, and Executive Orders prohibit discrimination. All programs, activities, employment opportunities, and services must be made available to all persons, including persons with disabilities. See Attachment B for Procurement Division's ADA Compliance Policy of Nondiscrimination on the Basis of Disability. Individual government agencies are responsible for self - compliance with ADA regulations. Supplier sponsored events must provide reasonable accommodations for persons with disabilities. ALTERNATIVE MEDIA AND ON-UNE ACCESS TO SCHEDULES Contact Contractor directly regarding the availability of schedules or listings on CO ROM, or access to electronic Bulletin Board Systems (BBS). CONTRACTOR MAILING ADDRESS AND PHONE NUMBER Orders may be mailed to the following address; NEC BCS, Inc. (West) 6025 Slauson Ave. Culver City, CA 90230 CMAS Representative: Susan Leonard voice: (925)543 -5122 fax: (925)543 -5151 NEC BCS, Inc. (West) 12657 Alcosta Blvd., Suite 150 San Ramon, CA 94583 DGS PROCUREMENT DIVISION CONTACT AND PHONE NUMBER Carol Umfleet Department of General Services Procurement Division, CMAS Unit 1500 - 5th Street, Suite 116 Sacramento, CA 95814 Phone # 9161324 -8045 Calnet # 81454 -8045 Fax # 916/323 -1441 Want to know more about CMAS? We welcome the opportunity to present the details of this program to your agency or group. Please contact the California Multiple Award Schedule Unit at 9161324 -8045 or Calnet 8/454- 8045 to arrange a date and time. 7/2/98 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) CONTRACT TERMS AND CONDITIONS This agreement shall provide the State, at its discretion, the right to procure the products and services offered by the Contractor as identified in the Contractors California Multiple Award Schedule; subject to the availability of funds, unless earlier terminated by the State in accordance with the termination provisions contained herein, or the purchase order. All CMAS terms and conditions (including cover page provisions) are hereby incorporated by reference into individual purchase orders issued against the contract. Agency changes to the CMAS terms and conditions which result in increase risk or liability to the State are not acceptable. 1. APPROPRIATION OF FUNDS 3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION a. If the term of this contract extends into fiscal years By signing hereon the Contractor swears under penalty of subsequent to that in which it is approved, such perjury that no more than one final, unappealable finding of continuation of the contract is subject to the appropriation contempt of court by a Federal court has been issued against of funds for such purpose by the Legislature. If funds to the Contractor within the immediately preceding two-year effect such continued payment are not appropriated, period because of the Contractor's failure to comply with an Contractor agrees to take back any affected equipment order of the National Labor Relations Board. This provision is and software furnished under this contract, terminate any required by, and shall be construed in accordance with Public services supplied to the State under this contract, and Contract Code Section 10296. relieve the State of any further obligation therefor. 4. STATEMENT OF COMPLIANCE b. State agrees that if Provision a above is invoked, equipment shall be returned to contractor in substantially The Contractor's signature affixed hereon and dated shall the same condition in which it was delivered to the State, constitute a certification under the penalty of perjury under the subject to normal wear and tear. State further agrees to laws of the State of California that the Contractor has, unless pay for packing, crating, transportation to contractors exempted, complied with the nondiscrimination program nearest facility and for reimbursement to the contractor for requirements of Government Code Section 129% and Title 2, expenses incurred for their assistance in such packing California Administrative Code, Section 8103. and crating. 5. EXAMINATION AND AUDIT 2. DRUC-FREE WORKPLACE CERTIFICATION a. State Auditor Audit By signing this contract, the Contractor hereby certifies under The contracting parties shall be subject to the examination penalty of perjury under the laws of the State of California that and audit of the State Auditor for a period of three (3) the Contractor will comply with the requirements of the Drug- years after final payment under the contract in accordance Free Workplace Act of 1990 (Government Code Section 8350 with Government Code Section 8546.7. The examination et seq.) and will provide a drug -free workplace by taking the and audit shall be confined to those matters connected following actions: with the performance of the contract including, but not a. Publish a statement notifying employees that unlawful limited to, the costs of administering the contract- manufacture, distribution, dispensation, possession, or b. Disabled Veteran Business Enterprise Audit use of a controlled substance is prohibited and specifying Contractor agrees that the awarding department, or its actions to be taken against employees for violations, as delegatee, will have the right to review, obtain, and copy required by Government Code Section 8355(a). all records pertaining to performance of the contract. b. Establish a Drug -Free Awareness Program as required by Contractor agrees to provide the awarding department, or Government Code Section 8355(b) to inform employees is delegatee, with any relevant information requested and about all of the following: shall permit the awarding department, or its delegatee, 1) the dangers of drug abuse in the workplace; access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing 2) the person's or organization's policy of maintaining a p g employees and inspecting and copying such books, drug -free workplace; records, accounts, and other material that may be 3) any available counseling, rehabilitation and employee relevant to a matter under investigation for the purpose of assistance programs; and, determining compliance with Military and Veterans 4) penalties that may be imposed upon employees for Code, Section 999 et seq. and Title 2, California Code of drug abuse violations. Regulations, Section 1896.60 et seq. Contractor further agrees to maintain such records for a period of three (3) C. Provide, as required by Government Code Section 8355 years after final payment under the contract. (c), that every employee who works on the proposed contract 6. CONTRACTOR'S LICENSE REQUIREMENTS 1) will receive a copy of the company's drug -free policy Contracts which include installation, or the wording "Furnish statement, and, and Install" require at the time of contract award that suppliers 2) will agree to abide by the terms of the companys possess a valid California State Contractors License. If sub - statement as a condition of employment on the contractors are used, they must also posses a valid California contract. State Contractor's License. All businesses which construct or Failure to comply with these requirements may result in alter any building, highway, road, parking facility, railroad, suspension of payments under the contract or termination of excavation, or other structure in California must be licensed the contract or both and the Contractor may be ineligible for by the California State License Board (CSLB) if the total cost award of any future State contracts if the department (labor and materials) of the project is 5300.00 or more. determines that any of the following has occurred: (1) the Failure to be licensed or to keep the license current and in Contractor has made false certification, or (2) violates the good sanding shall be grounds for contract revocation. certification by failing to cant' out the requirements as noted above. Revision 5/26/1998 Page 1 of 15 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) CONTRACT TERMS AND CONDITIONS SPECIAL CONDITIONS - PUBLIC WORKS REQUIREMEPJTS (APPLICABLE TO INSTALLATION ONLY) a. Prior to the commencement of performance, the Contractor must obtain and provide to the State, a payment bond, on Standard Form 807, when the contract involves a public works expenditure (laborinstallation costs) in excess of $5,000. Such bond shall be in a sum not less than one -half the contract price. Forms shall be provided to the Contractor. b. In accordance with the provisions of Section 1773 of the California Labor Code, the Contractor shall, conform and stipulates to the general prevailing rate of wages, including employer benefits as defined in Section 1773.1 of the California Labor Code, applicable to the classes of labor to be used for public works such as at the delivery site for the assembly and installation of the equipment or materials under the contract Pursuant to Section 1770 of the California Labor Code, the Department of Industrial Relations has ascertained the general prevailing rate of wages in the county in which the work is to be done, to be as listed in the Department of Transportation booklet entitled General Prevailing Wage Rates. The booklet is compiled monthly and copies of the same are available from the Department of Industrial Relations, Prevailing Wage Unit at (415) 972 -8628. The booklet is required to be posted at the job site. c. The Contractor hereby certifies by signing this contract that 1) Contractor has met or will comply with the standards of affirmative compliance with the Non - Discrimination Clause Requirements included herein. 2) Contractor is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workmen's compensation or to undertake self - insurance in accordance with the provisions of that Code, and Contractor will comply with such provisions before commencing the performance of the work of this contract. d. Laws to be Observed 1) Labor Pursuant to Section 1775 of the California Labor Code the Contractor shall, as a penalty to the State or Political subdivision on whose behalf the contract is made or awarded, forfeit not more than fifty ($50.00) for each calendar day, or portions thereof, for each worker paid by him or subcontractor under him, less than the prevailing wage so stipulated; and in addition, the Contractor further agrees to pay to each workman the difference between the actual amount paid for each calendar day, or portions thereof, and the stipulated prevailing wage rate for the same. This provision shall not apply to property indentured applrentices. Pursuant to Sections 1810 -1815 of the California Labor Code, inclusive, it is further agreed that the maximum hours a worker is to be employed is limited to eight hours a day and forty hours a week and the Contractor shall forfeit, as a penalty to the State, twenty-five (525) for each worker employed in the execution of the contract for each calendar day during which a workman is required or permitted to labor more than eight hours in any calendar day or more than forty hours in any calendar week, in violation of California Labor Code Sections 1810 -1815, inclusive. 2) Workers Compensation Insurance The Contractor will be required to secure the payment of compensation to its employees in accordance with the provisions of Labor Code Section 3700. 3) Travel and Subsistence Payments Travel and subsistence payments shall be paid to each worker needed to execute the work, as such travel and subsistence payments are defined in the applicable collective bargaining agreements filed in accordance with Labor Code Section 1773.8. 4) Apprentices Special attention is directed to Sections 1777.5, 1777.6, and 1777.7 of the California Labor Code and Title 8, California Administrative Code Section 200 et seq. Each Contractor and/or subcontractor must, prior to commencement of the public works contract, contact the Division of Apprenticeship Standards, 525 Golden Gate Avenue, San Francisco, CA, or one of its branch offices to insure compliance and complete understanding of the law regarding apprentices and specifically the required ratio thereunder. Responsibility for compliance with this section lies with the prime contractor. 5) Payroll The contractor shall keep an accurate payroll record showing the name, social security account, work classification specific and straight time and overtime hours worked by each employee. A certified copy of the employee's payroll record shall be available for inspection as specified in section 1776 of the California Labor Code. 8. DISPUTES (APPLIES TO SERVICE CONTRACTS ONLY) a. Any dispute concerning a question of fact arising under the terms of this agreement which is not disposed of within a reasonable period of time by the Contractor and State employees normally responsible for the administration of this contract shall be brought to the attention of the Chief Executive Officer (or designated representative) of each organization for joint resolution. At the request of either party, the State shalt provide a forum for discussion of the disputed item(s), at which time the State Chief of Procurement, or his representative, shall be available to assist in the resolution by providing advice to both parties as to the State of California EDP policies and procedures. If agreement cannot be reached through the application of high level management attention, either party may assert its other rights and remedies within this contract or within a court of competent jurisdiction. b. The rights and remedies of the State provided above shall not be exciusive and are in addition to any other rights and remedies provided by law or under the contract. a The State and the Contractor agree that, the existence of a dispute notwithstanding, they will continue without delay to pry out all their responsibilities under this contract which are not affected by the dispute. 9. CONTRACTOR EVALUATION (CONSULTING SERVICE CONTRACTS OVER 55,000) In accordance with the California Goverment Code, Contractor performance evaluation will be completed within the guidelines of the State Administrative Manual, Section 1283. The State contracting agency, upon contract completion, will complete and forward the contractor evaluation to the Department of General Services. Revision 5126/1998 Page 2 of 15 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) CONTRACT TERMS AND CONDITIONS 10. CONTRACTS IN EXCESS OF 5200,000 (APPLIES TO SERVICE CONTRACTS ONLY Contractor shall give priority consideration in filling vacancies in positions funded by this contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 (Public Contract Code 10353). 11. ASSIGNMENT OF ANTITRUST ACTIONS The following provision of Government Code Section 4552, 4553, and 4554 (Statutes of 1978, Ch. 414) shall be applicable to the Contractor. In signing this contract, the Contractor agrees that it will assign to the purchasing body 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. sec. 15) or under the Cartwright Act [Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code], arising from purchases of goods, materials, or services by the Contractor for sale to the purchasing body pursuant to the contract. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the Contractor. If an awarding body or public purchasing body 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 public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the contract price, less the expenses incurred in obtaining that portion of the recovery. 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 (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. 12. REQUIRED PAYMENT DATE Payment is due to Contractor 30 days from the date the equipment, software or services are received and accepted by the State or 30 days from the date a correct invoice is received in the office specified by the State, whichever is later. When provision is made for a testing period preceding acceptance by the State, date of acceptance shall mean the date the equipment or software is accepted by the State during the specified testing period. 13. NONDISCRIMINATION CLAUSE a. During the performance of this contract, Contractor and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status, and denial of family care leave. Contractors and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990 (a -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 and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. b. This Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the contract. 14. VENDOR DATA RECORD Each Contractor doing business with the State of California must indicate their residency status along with their vendor identification number. Contractors are required to provide a completed Vendor Data Record, Std. 204 (attached), to the DGS Procurement Division before entering into this contract 15. DEBARMENT CERTIFICATION (FEDERALLY FUNDED SERVICE CONTRACTS OVER $10,000) The prospective recipient of Federal assistance funds is required to certify (attached), that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. The Contractor is required to complete the attached certification before entering into this contract 16. TERMINATION OF CONTRACT a. The State may terminate this contract at any time upon one month prior written notice. b. If the Contractor's GSA Multiple Award Schedule is terminated within the term of the California Multiple Award Schedule, the California schedule shall also be considered to be terminated on the same date. c. Upon termination or other expiration of this contract, each parry will assist the other parry in orderly termination of the contract and the transfer of all assets, tangible and intangible, as may facilitate the orderly, nondisrupted business continuation of each party. d. Prior to the expiration of this contract, this contract may be terminated for the convenience of both parties by mutual consent. 17. UPDATES AND/OR CHANGES Any updates and/or changes to the GSA Multiple Award Schedule (or other multiple award contract) prices and/or catalog shalt be available to the State of California when they become effective for the Federal Government (or other awarding authority), except for Contractors adding new manufacturer's products and /or services which are based on another Contractor's federal schedule or other multiple award schedule. When Contractors offer new manufacturers products and/or services which reside on another Contractors schedule or contract the CMAS Unit must approve an amendment adding the new manufacturers products and/or services BEFORE they may be sold to the State of California Also, new federal contract terms and conditions which constitute a material difference from existing contract terms and conditions are not considered approved until the CMAS Unit issues a supplement including the new terms and conditions. A material change has a potentially significant effect on the delivery, quantity or quality of items provided, the amount paid to the vendor, or on the cost to the State. Revision 5/26/1998 Page 3 of 15 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) CONTRACT TERMS AND CONDITIONS 18. CONTRACT AMOUNT The report must include the agency name, purchase order There is no minimum or maximum dollar amount specified by number, purchase order date, agency billing code, pre -tax this contract nor is there any guarantee of minimum purchase total order cost, agency contact name, address and phone of Contractor's products or services by the State. number, and total dollars for the quarter. Tax must NOT be included in the quarterly report, even if the agency includes 19. PURCHASE ORDER LIMITS tax on the purchase order. Orders for Information Technology products and/or services shall not exceed $500,000 per transaction. Orders for non Information Technology (commodities) products and/or services shall not exceed $100,000 per transaction. 20. NO ADDITIONAL COSTS No additional costs beyond those identified in the agreement shall be incurred by the State for obtaining the products and services offered. 21. DELIVERY (ORDERS S250,000'OR LESS) If the Contractor does not deliver its products to a site designated by the State within the delivery time specified, the State may terminate the right of the Contractor to deliver and may obtain substitute products. 22. CONFIDENTIALITY 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 the Contractor in order to cant' out this agreement, or which become available to the Contractor in carrying out this agreement, shall be protected by the 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 the Contractor. If the methods and procedures employed by the Contractor for the protection of the Contractor's data and information are deemed by the State to be adequate for the protection of the State's confidential information, such methods and procedures may be used, with the written consent of the State, to cam/ out the intent of this paragraph. The Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is already rightfully in the Contractors possession, is independently developed by the Contractor outside the scope of this agreement, or is rightfully obtained from thins parties. 23. QUARTERLY REPORTS Contractors are required to submit a detailed report quarterly to the DGS Procurement Division, CMAS Unit, 1500 5th Street, Suite 116, Sacramento, 95814, Attention: Carol Umfteet (IMS Code # C -39). A separate report is required for each contract, as differentiated by alpha suffix (f applicable). Suppliers with resellers are responsible for reporting reseller ordering activity. Any report that does not follow the required format or that excludes information will be deemed incomplete. New schedules for suppliers with existing schedules, and extensions or renewals of existing schedules, will be approved ONLY if the supplier has submitted to the CMAS Unit all quarterly reports due. (Copies of purchase orders are no longer acceptable.] Each quarterly report is required within two weeks of the end of March, June, September, and December of each calendar year. Reports which become two months past due will result in automatic contract revocation. A report is required even when there is no activity. 24. TAXES The State of California is exempt from Federal excise taxes and no payment shall be made for any personal property taxes levied on the Contractor or on any taxes levied on employee wages. The State will only pay for any State or local sales or use taxes on the services rendered or equipment, parts or software supplied to the State pursuant to this contract 25. INVOICES AND PAYMENTS The Contractor shall render invoices to the ordering agency. Invoices for purchases and software fees are not due and payable until successful completion of any applicable acceptance testing. Invoices for services are not due and payable, and do not constitute an obligation of the State, until the month following the month for which charges accrue. Software maintenance and license fees, which are considered a subscription, may be paid in advance if a provision addressing payment in advance is included in the contract or purchase order. 26. AMENDMENTS This contract may be amended by mutual consent of the parties. An amendment shall not be effective until approved by the Director of General Services, or until a certification of exemption from such approval has been signed by the contracting agency. No alteration or variation of the terms of this contract shall be valid unless made in writing, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. 27. ASSIGNMENT This contract shall not be assignable in whole or in part without written consent of the State. It is the policy of the State of California to withhold consent from proposed assignments, subcontracts, or novations when such transfer of responsibility would operate to decrease the State's likelihood of receiving performance on the contract The State does not normally object to the granting of assignments for financial purposes provided that the original Contractor retains all of its responsibilities and obligations under the contract. In the event of any assignment herein to which the State has consented, each such assignment shall contain a provision that further assignments shall not be made to any third or subsequent party without additional written consent of the State unless otherNise stipulated in the State selected financing plan. Should the State desire financing of the assets provided hereunder through GS $Mart, the State's financial marketplace, the Contractor agrees to assign to a State - designated lender its right to receive payment from the State for the assets in exchange for payment by the lender of the cash purchase price for the assets. Upon notice to do so from the State - designated lender at any time prior to payment by the State for the assets, the Contractor will execute and deliver to the State - designated lender an assignment agreement and any additional documents necessary for the State selected financing plan. The State - designated lender will pay the Contractor according to the terms of the Contractor's invoice upon acceptance of the assets by the State. Revision 5126/1998 Page 4 of 15 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) CONTRACT TERMS AND CONDITIONS 28. GENERAL INDEMNITY The Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all Claims and losses, with the exception of consequential damages accruing or resulting to any other person, firm or corporation furnishing or supplying work, services, materials or supplies in connection with the performance of this contract, and from any and all claims and losses accruing or resulting to any person, firm or corporation which may be injured or damaged by the Contractor in the performance of this contract which are attributable to the negligence or intentionally tortious acts of the Contractor provided that the Contractor is notified in writing within 30 days that the State has knowledge of such claims. 29. GOVERNING LAW This Agreement shall be construed in accordance with, and its performance governed by, the laws of the State of California. 30. CONFLICT OF TERMS If there is a conflict between the terms and conditions of the Contractor's MULTIPLE award schedule and the California Multiple Award Schedule terms and conditions, the California Multiple Award Schedule terms and conditions shall prevail. 31. NEWS RELEASES News releases pertaining to this agreement shall not be made without prior written approval of the DGS Procurement Division. 32. CONTRACTS (ORDERS) FUNDED IN WHOLE OR PART BY THE FEDERAL GOVERNMENT All contracts (including individual orders), except for State construction projects, which are funded in whole or in part by the federal government may be canceled with 30 days notice, and are subject to the following: a. It is mutually understood between the parties that this contract (order) may have been written before ascertaining the availability of congressional appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays which would occur if the contract (order) were executed after that determination was made. b. This contract (order) is valid and enforceable only if sufficient funds are made available to the State by the United States Government for the fiscal year during which the order was generated for the purposes of this program. In addition, this contract (order) is subject to any additional restrictions, limitations, or conditions enacted by the Congress or any statute enacted by the Congress which may affect the provisions, terms or funding of this contract (order) in any manner. c. It is mutually agreed that if the Congress does not appropriate sufficient funds for the program, this contract (order) shall be amended to reflect any reduction in funds. d. The department has the option to void the contract (order) under the 30-day cancellation Clause or to amend the contract to reflect any reduction of funds. 33. FOLLOW -ON CONTRACTS FOR CONSULTANT SERVICES IN FEASIBILITY STUDIES AND EDP ACQUISITION (SAM 5202) No person, firm, or subsidiary thereof who has been awarded a consulting services contract, or a contract which includes a consulting component, may be awarded a contract for the provision of services, delivery of goods or supplies, or any other related action which is required, suggested, or otherwise deemed appropriate as an end product of the consulting services contract. Therefore, any consultant that contracts with a state agency to develop a feasibility study or provide formal recommendations for the acquisition of EDP products or services is precluded from contracting for any work recommended in the feasibility study or the formal recommendation. 34. COVENANT AGAINST GRATUITIES The Contractor warrants that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor or any agent or representative of the Contractor, to any officer or employee of the 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 shaU be bome and paid for by the Contractor. The rights and remedies of the State provided in this Clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract 35. CONFLICT OF INTEREST a. Current State Employees (Public Contract Code Section 10410): 1) No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any State agency, unless the employment, activity or enterprise is required as a condition of regular State employment. 2) No officer or employee shall contract on his or her own behalf as an independent contractor with any State agency to provide goods or services. b. Former State Employees (Public Contract Code Section 10411): 1) For the two-year period from the date he or she left State employment, no former State officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision- making process relevant to the contract while employed in any capacity by any State agency. 2) For the twelve -month period from the date he or she left State employment, no former State officer or employee may enter into a contract with any State agency if he or she was employed by that State agency in a policy- making position in the same general subject area as the proposed contract within the twelve -month period prior to his or her leaving State service. 36. PATENT, COPYRIGHT, AND TRADE SECRET PROTECTION a. The Contractor, at its own expense, shall defend arty action brought against the State to the extent that such action is based upon a claim that the equipment or software supplied by the Contractor, or the operation of such equipment pursuant to a current version of Contractor- supplied operating software, infringes a United States patent, or copyright or violates a trade secret. The Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: Revision 5/26/1998 Page 5 of 15 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) CONTRACT TERMS AND CONDITIONS 1) That the Contractor shall be notified within a reasonable time in writing by the State of any notice of such claim: and, 2) That the Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. b. Should the machines or software, or the operation thereof, become, or in the Contractors opinion are likely to become, the subject of a claim of infringement of a United States patent, copyright or a trade secret, the State shall permit the Contractor at its option and expense either to procure for the State the right to continue using the machines or software, or to Feplace or modify the same so that they become noninhinging and continue to meet bid specifications. If neither of these options can reasonably be taken, or if the use of such equipment or software by the State shall be prevented by injunction, the Contractor agrees to take back such equipment or software, and refund any sums the State has paid Contractor less any reasonable amount for use or damage and make every reasonable effort to assist the State in procuring substitute equipment or software. If, in the sole opinion of the State, the return of such infringing equipment or software makes the retention of other items of equipment or software acquired from the Contractor under this contract impractical, the State shall then have the option of terminating the contract, or applicable portions thereof, without penalty or termination charge. The Contractor agrees to take back such equipment or software and refund any sums the State has paid Contractor less any reasonable amount for use or damage. c. The Contractor shall have no liability to the State under any provision of this Paragraph 36 with respect to any claim of patent, copyright, or trade secret infringement which is based upon: 1) The combination or utilization of machines fumished hereunder with machines or devices not made or furnished by the Contractor. 2) The operation of machines fumished by the Contractor under the control of any operating software other than, or in addition to, the aforementioned current version of Contractor- supplied operating software. 3) The modification by the State of the machines furnished hereunder or of the aforementioned software. 4) The combination or utilization of software fumished hereunder with ncncontractors supplied software. d. The foregoing states the entire liability of the Contractor with respect: to infringement of patents, copyrights and trade secrets. 37. LIMITATION OF' LIABILITY a. The equipment' shall be under State's exclusive management and control. The State agrees that the Contractor shall not be liable for any damages caused by the State's failure to fulfill any State responsibilities of assuring the proper use, management and supervision of the machines and programs, audit controls, operating methods, and office procedures, and for establishing all proper checkpoints necessary for the State's intended use of the machines. b. Contractors liability for damages to the State for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, shall be limited to the greater of $200.000 or the purchase price stated herein for the specific machines that caused the damages or that are the subject matter of or are directly related to the cause of action. The foregoing limitation of liability shall not apply to the payment of costs and damage awards referred to in Paragraph 36, entitled "Patent, Copyright, and Trade Secret Protection% to claims covered by other specific provisions calling for liquidated damages or specifying a different limit of liability, or to claims for injury to persons or damage to property caused by Contractor's negligence. This limitation of liability does not apply to the receipt of court costs or attorney's fees that might be awarded by a court in addition to damages after litigation based on this contract. c. State's liability for damages for any cause whatsoever, and regardless of the form of action whether in contract or in ton`, excluding negligence, shall be limited to the greater of 5200,000 or the purchase price stated herein for the specific machines that caused the damage or that are the subject matter of or are directly related to the cause of action. d. In no event will either the Contractor or the State be liable for consequential damages even if notification has been given as to the possibility of such damages. 'equipment -an all- inclusive term which refers either to individual machines or to a complete data processing system or subsystem, including its operating software (f any). 38. FORCE MAJEURE Except for defaults of subcontractors, neither party shall be responsible for delays or failures in performance resufting from acts beyond the control of the offending party. Such acts shall include but shall not be limited to acts of God, fire, flood, earthquake, other natural disasters, nuclear accident, strike, lockout, riot, freight embargo, public regulated utility, or governmental statutes or regulations superimposed after the fact. If a delay or failure in performance by the Contractor arises out of a default of its subcontractor, and if such default arised out of causes beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for damages of such delay or failure, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required performance schedule. 39. RISK OF LOSS OR DAMAGE The State shall be relieved from all risks of loss or damage to the equipment under this contract prior to delivery and/or installation as defined in the actual purchase order except when such loss or damage is due to fault or negligence of the State. 40. WARRANTY Warranty will be provided as indicated in the Contractors CMAS. 41. SUBCONTRACTING REQUIREMENTS Any subcontractor that the CMAS supplier chooses to use in fulfilling the requirements of this contractlorder. and which is expected to receive more that ten (10) percent of value of the contracUorder, must also meet all contractual, administrative, and technical requirements of the contract, as applicable. Revision 5/26/1998 Page 6 of 15 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) CONTRACT TERMS AND CONDITIONS 42. FORCED. CONVICT, AND INDENTURED LABOR Contractor or grantee certifies that no foreign -made equipment, materials, or supplies furnished to the State pursuant to the contractlagreement will be produced in whole or in part by forced labor, convict labor, or indentured labor under penal sanction. The contractor or grantee agrees to comply with the requirements of Public Contract Code (PCC), Section 6108. Any contractor contracting with the state who knew or should have known that the foreign -made equipment, materials or supplies furnished to the state were produced in whole or part by forced labor, convict labor, or indentured labor under penal sanction, when entering into a contract pursuant to the above, may, subject to PCC, Section 6108, subdivision (c), have any or all of the following sanctions imposed: 1) The contract under which the prohibited equipment, materials or supplies were provided may be voided at the option of the state agency to which the equipment, materials or supplies were provided. 2) The contractor may be assessed a penalty which shall be the greater of one thousand dollars (51,000) or an amount equaling 20 percent of the value of the equipment, materials or supplies that the state agency demonstrates were produced in whole or in part by forced labor, convict labor, or indentured labor under penal sanction. 3) The contractor may be removed from the bidder's fist for a period not to exceed 360 days. 43. NONCOLLUSION AFFIDAVIT By signing this contract, contractor hereby certifies that any quotation provided for a CMAS order or project is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the quotation is genuine and not collusive or sham; that the contractor has not directly or indirectly induced or solicited any other contractor to put in a false sham quotation, and has not directly or indirectly colluded, conspired, connived, or agreed with any contractor or anyone else to put in a sham quotation, or that anyone shall refrain from bidding; that the contractor has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix any overhead, profit, or cost element of the quoted price, of that of any other contractor, or to secure any advantage against the public body awarding the contract or anyone interested in the proposed contract: that all statements in the quotation are true; and, further, that the contractor has not directly or indirectly, submitted its quoted price or any breakdown thereof, of the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, bid depository, or to any member of agent thereof to effectuate a collusive or sham bid or quotation. 44. YEAR 2000 WARRANTY Agencies issuing or processing a purchase order must use this language in lieu of alternative language, unless specifically authorized by the Department of Information Technology (DOLT) and approved by the Department of General Services. a. Information Technology Products and/or Services The Contractor warrants that its hardware, software, and firmware products and services delivered under this contract shall be able to accurately process date data (including, but not limited to, calculating, comparing, and/or sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology used in combination with the information technology being acquired, properly exchanges date data with it. This warranty is subject to the warranty terms and conditions of this contract. Nothing in this warranty shall be construed to limit any rights or remedies the State may otherwise have under this contract with respect to defects other than Year 2000 performance. (5/5198) b. Non - information Technology Products and/or Services The Contractor warrants and represents that the goods or services sold, leased or licensed to the State of California, its agencies, or its political subdivisions, pursuant to this contract/purchase order are "Year 2000 compliant." For purposes of this contract/purchase order, a good or service is Year 2000 compliant if it will continue to function fufly before, at and after the Year 2000 without interruption and, if applicable, with full ability to accurately and unambiguously process, display, compare, calculate, manipulate and otherwise utilize date Information. This warranty and representation supersedes all warranty disclaimers and limitations and all limitations on liability provided by or through Contractor. (515198) 45. TERMINATION FOR CONVENIENCE a. The State may terminate performance of work under this Contract for its convenience in whole or, from time to time, in part if the Department Director or designee determines that a termination is in the State's interest. The Department Director or designee shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date thereof. The parties agree that, as to the terminated portion of the contract, the contract shall be deemed to remain in effect until such time as the termination settlement, if any, is concluded and the contract shall not be void. Revision 5/26/1998 Page 7 of 15 b. After receipt of a Notice of Termination, and except as directed by the Department Director or designee, the Contractor shall Immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. The Contractor shall: 1) Stop work as specified in the Notice of Termination. 2) Place no further subcontracts for materials, services, or facilities, except as necessary to complete the continued portion of the contract. 3) Terminate all subcontracts to the extent they relate to the work terminated. 4) Settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts; the approval or ratification of which will be final for purposes of this clause. 5) As directed by the Department Director or designee, transfer title and deliver to the State (a) fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (b) completed or partially completed plans, drawings, information, and other property that if CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) CONTRACT TERMS AND CONDITIONS the contract had been completed, would be required to be furnished to the State. 6) Complete performance of the work not terminated; and 7) Take any action that may be necessary or as the State may direct for the protection and preservation of the property related to this contract that is in the possession of the Contractor and in which the State has or may acquire an interest, and to mitigate any potential damages or requests for contract adjustment or termination settlement to the maximum practical extent. c. At the completion of the Contractor's termination efforts, the Contractor may submit to the Department Director or designee a list, indicating quantity and quality of termination inventory not previously disposed of, and request instruction for disposition of the residual termination inventory. d. After termination, the Contractor shall submit a final termination settlement proposal to the Department Director or designee in the form and with the certification prescribed by the Department Director or designee. The Contractor shall submit the proposal promptly but no later than ninety (90) days from the effective date of termination, unless extended in writing by the State upon written request of the Contractor within the ninety (90) day period. However, if the Department Director or designee determines that the facts justify it, a termination settlement proposal may be received and acted on after the expiration of the filing period or any extension. If the Contractor fails to submit the proposal within the time allowed, the Department Director or designee may determine on the basis of information available, an equitable adjustment amount, if any, due the Contractor because of the termination and shall pay the amount determined. e. The Contractor and the State may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done, including a reasonable amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data; and storage, transportation and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. However, the agreed amount may not exceed the total contract price as reduced by (1) the amount of payments previously made and (2) the contract price of work not terminated. The contract shall be amended, and the Contractor paid the agreed amount. f. If the Contractor and the State fail to agree on the whole amount to be paid because of the termination of work, the State shall pay the Contractor the amounts determined by the State as follows, but without duplication of any amounts agreed on as set forth above: 1) The contract price for completed supplies or services accepted by the State (or sold or acquired) not previously paid for, adjusted for any saving of freight and other charges. The total of: a) The costs incurred in the performance of the work terminated, including initial costs and Revision 5126/1998 Page 8 of 15 preparatory expense allocable thereto, but excluding any costs attributable to supplies or services paid or to be paid; and b) The cost of settling and paying termination settlement proposals under terminated subcontracts that are property chargeable to the terminated portion of the contract; and C) Storage, transportation, and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. g. Except for normal spoilage, and except to the extent that the State expressly assumed the risk of loss, the State shall exclude from the amounts payable to the Contractor, the fair value, as determined by the Department Director or designee, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the State or to a buyer. h. The Contractor shall use generally accepted accounting principles and sound business practices in determining all costs claimed, agreed to, or determined under this clause. Such costs shall be allocable to the terminated contract or portion thereof, allowable under applicable laws, regulations, generally accepted accounting principles and good business judgment and objectively reasonable. i. The Contractor shall have the right of appeal, under the Disputes clause, from any determination made by the State, except that if the Contractor failed to submit the termination settlement proposal within the time provided and failed to request a time extension, there is no right of appeal. If the Department Director or designee has made a determination of the amount due, the State shall pay the Contractor (1) the amount determined if there is no right of appeal or if no timely appeal has been taken, or (2) the amount finally determined on appeal. Following any attempted administrative resolution with the Department Director or designee, the Contractor may proceed in accordance with the Disputes clause of the contract. j. In arriving at the amount due the Contractor under this clause, there shall be deducted: 1) All payments to the Contractor under the terminated portion of this contract; 2) Any claim which the State has against the Contractor under this or any other contract; 3) The agreed price for, or the proceeds of sale of, materials, supplies, or other things acquired by the Contractor or sold under the provisions of this clause and not recovered by or credited to the State. k. If the termination is partial, the Contractor may file a proposal with the Department Director or designee for an equitable adjustment of the price(s) of the continued portion of the contract. The Department Director or designee shall make any equitable adjustment agreed upon. Any proposal by the Contractor for an equitable adjustment under this clause shall be requested within 30 days from the effective date of termination unless extended in writing by the Department Director or designee. I. The State may: 1) Under the terms and conditions it prescribes, make partial payments and payments against costs incurred by the Contractor for the terminated CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) CONTRACT TERMS AND CONDITIONS portion of the contract, if the State believes that total of these payments will not exceed the amount to which the Contractor will be entitled. 2) If the total payments exceed the amount finally determined to be due, the Contractor shall repay the excess to the State upon demand, together with interest computed at the rate established by the California Treasurers Pooled Money Investment Fund Rate. Interest shall be computed for the period from the date the excess payment is received by the Contractor to the date the excess is repaid. Interest shall not be charged on any excess payment due to a reduction in the Contractors termination settlement proposal because of retention or other disposition of termination inventory until 10 days after the date of the retention or disposition, or a later date determined by the State because of the circumstances. m. In determining the amount payable to the Contractor and notwithstanding any other provision, if it appears that the Contractor would have sustained a loss on the entire contract had it been completed, the State shall allow no profit and shall reduce the settlement to reflect the indicated rate of loss. n. Unless otherwise provided in this contract or by statute, the Contractor shall maintain all records and documents relating to the terminated portion of this contract for three years after final settlement. This includes all books and other evidence bearing on the Contractors costs and expenses under this Contract The Contractor shall make these records and documents available to the State, at the Contractors office, at all reasonable times, without any direct charge. If approved by the State, photographs, microphotographs, or other authentic reproductions may be maintained instead of original records and documents. 46. STOP WORK a. The State may, at any time, by written stop work order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the stop work order is delivered to the 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 clause. Upon receipt of the stop work order, the 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 90 days after a stop work order is delivered to the Contractor, or within any extension of that period to which'the parties shall have agreed, the State shall either. 1) Cancel the stop work order, or 2) Terminate the work covered by the stop work order as provided for in the termination for default or the termination for convenience clause of this contract. b. If a stop work order issued under this clause is canceled or the period of the stop work order or any extension thereof expires, the Contractor shall resume work. The State shall make an equitable adjustment in the delivery schedule, the contract price, or both, and the contract shall be modified, in writing, accordingly, if: 1) The stop work order results in an increase in the time required for, or in the Contractors cost properly allocable to the performance of any part of this Contract; and 2) The Contractor asserts its right to an equitable adjustment within 30 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 this contract. c. If a stop work order is not canceled and the work covered by the stop work order is terminated irr accordance with the provision entitled Termination for the Convenience of the State, the State shall allow reasonable costs resulting from the stop work order in arriving at the termination settlemenL d. If a stop work order is not canceled and the work covered by the stop work order is terminated for default, the State shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop work order. e. An appropriate equitable adjustment may be made in any related contract of the Contractor that provides for adjustment and is affected by any stop work order under this clause. The State shall not be liable to the contractor for loss of profits because of a stop work order issued under this clause. 47. RENTAL AGREEMENTS The State does not agree to Indemnify a Contractor, Assume responsibility for matters beyond its control; Agree to make payments in advance; Accept any other provision creating a contingent liability against the State; or Agree to obtain insurance to protect the Contractor. The State's responsibility for repairs and liability for damage or loss is restricted to that made necessary by or resulting from the negligent act or omission of the State or its officers, employees, or agents. If the Contractor maintains the equipment, the Contractor must keep the equipment in good working order and make all necessary repairs and adjustments without qualification. The State may terminate or cease paying rent should the Contractor fail to maintain the equipment property. Personal property taxes are not generally reimbursed when leasing equipment (SAM 8736). FOR CMAS ORDERS WHICH EXCEED $250,000 THE FOLLOWING TERMS AND CONDITIONS APPLY AND ARE ADOMONAL TO PROVISIONS NUMBERED 1 TO 47. 48. SITE PREPARATION a. If the equipment to be installed requires special environmental considerations, Contractor shall provide site preparation specifications for equipment within a reasonable time upon request by the State. The equipment, if installed according to these specifications, shall operate efficiently, from an environmental point of view and properly from a functional point of view. b. The State may prepare a site plan showing the location of each item of equipment and detailing the associated electrical power and environmental control facilities. If Revision 5/26/1998 Page 9 of 15 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) CONTRACT TERMS AND CONDITIONS requested, the Contractor will review and comment on the adequacy of the State's plan, and shall be permitted free access subject to the security requirements for the site for this purpose. Alternatively, the Contractor may prepare the site plan, and will be permitted free access to the site for this purpose. c. The State shall cause the site to be prepared in accordance with the Contractor's written minimum site and environmental specifications, unless the Contractor has agreed to be responsible for such site preparation, on or before the Facility Readiness Date specified in the order. d. Any subsequent alterations or modifications to the site which are directly attributable to incomplete or erroneous specifications provided by the Contractor and which involve additional expense shall be made at the expense of the Contractor, to the extent that such costs would not have been incurred had the complete and/or correct specifications been initially provided. e. If any such site alterations as discussed above cause a delay in the installation, Paragraph 50, Uquidated Damages, shall apply. f. Unless mutually agreed to otherwise, arrangements for procurement, installation, and maintenance of noncontractoes communication media (telephone lines, modems, etc.) necessary for the remote transmission of data are the responsibility of the State. In addition, if requested by the Contractor, the State shall provide one telephone, with appropriate coupling devices for the transmission of data, for the Contractor's use in installation and maintenance of the equipment Any toll charges resulting from the use of this instrument by the Contractor in the installation and maintenance of the equipment will be bome by the Contractor. 49. INSTALLATION AND DELIVERY DATES a. Equipment (Hardware and Operating Software) 1) Except as otherwise provided in Paragraph 49,a. (7), the Contractor shall install equipment ready for use on or before the Installation Dates specified in the order. Time is the essence of this agreement 2) Installation Dates may be changed by mutual consent of the Contractor and the State by amendment; however, consent of the Contractor is not required if, at least 90 days prior to the Installation Date, the State defers the installation of any machine, but a new Installation Date will be established by mutual agreement. Such unilateral deferment shall not exceed 180 days, except by mutual agreement. 3) The State shall provide the Contractor access to the site for the purpose of installing equipment prior to the Installation Date. The Contractor shall specify in writing the time required to install the equipment. 4) Except as otherwise provided in Paragraph 49, a. (7), the Contractor shall determine that the equipment is ready for use, and operates in conformance with the Contractors published specifications. The Contractor shall then certify in writing to the State that the equipment is installed and ready to be turned over to the operational control of the State. The Contractor shall also provide to the State appropriate documentation to support the above certification, at which time the State will accept control of the equipment for the purpose of validating its installation and performance. Revision 5/26/1998 Page 10 of 15 5) Notwithstanding certification by the Contractor that the equipment has been installed and is ready for use, the equipment shall not be deemed installed within the terms of this Contract until such installation is confirmed by the State through testing as prescribed in the order or by performance of other suitable tests mutually agreed to by both parties as being adequate for this purpose. If the test is successfully completed, the equipment shall be deemed installed and ready for use as of the date of the Contractor's certification. The State shall immediately begin acceptance testing of the equipment in accordance with the provisions contained in the order, and shall notify the Contractor in writing, within five (5) working days, that the State concurs that the equipment was installed. If the equipment fads to successfully complete the test, the Contractor shad be notified immediately of the failure, with written confirmation to be provided in not more than five (5) working days. Control of the equipment shall immediately be given to the Contractor. The equipment shall not be deemed to be installed until the Contractor re- certifies such installation and the above - described test is successfully completed. 6) Except as otherwise provided in Paragraph 49, a. (T), in the event the Contractor fails to install the equipment by the Installation Date specified in the order, Paragraph 50, Liquidated Damages, shalt apply. 7) If the nature of the equipment is such that the services of the Contractor are not required for its installation, and the Contractor so states in writing and the State agrees in writing that such Contractor services are not necessary, the Contractor may ship the equipment to the State site. If the equipment arrives not later than five (5) working days prior to the Installation Date, the equipment shall be deemed to have been installed on or before the Installation Date and no liquidated damages shall be paid, irrespective to whether or not the State is successful in installing the equipment without Contractor assistance. If this procedure is used, the State shall make every reasonable effort to install the equipment prior to the Installation Date, and shall confirm such installation in accordance with the procedures set forth in Paragraph 49 (5), without requiring a certification of installation as set forth in Paragraph 49 (4) by the Contractor. If, however, the State is unable to install the equipment, it shall notify the Contractor that Contractor assistance is required. The Contractor shall then assist in the equipment installation and certification that such installation has been accomplished. b. Software (other than Operating Software) 1) The Contractor shall provide those programming aids, program products, and applications listed in the order, on or before the Delivery Dates specified in the order, and shall certify to the State that such software has been delivered and is ready for State use. For purposes of this Paragraph, 'delivered' also means received by the State, if such software is mailed by the Contractor. 2) If, in the opinion of the Contractor, the services of the Contractor are required to install the software on the State equipment, 'delivery' of the software, for the purposes of this contract, shall be deemed to include such installation services. CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) CONTRACT TERMS AND CONDITIONS 3) In the event the Contractor fails to deliver the agreed- provision of Paragraph 56, Rights and Remedies of the upon software by the dates specified, Paragraph 50, State for Default. In this event, the Contractor shall Liquidated Damages, shall apply. also be liable for liquidated damages, in the amounts specified above until substitute equipment is installed, 50. LIQUIDATED DAMAGES ready for use, or for 180 days from the installation date, a. General whichever occurs first. The Installation Dates of the equipment and the Delivery Oates for software set forth in the order have been fixed so that the utilization of the equipment and software is consistent with the timing schedules of the State's programs. If any of the units of equipment, with all required operating software, are not installed within the times specified in the order, and/or if any of the other software is not delivered to the State within the time limits specified in the order, the delay will interfere with the proper implementation of the State's programs, bo the loss and damage of the State. From the nature of the case, it would be impracticable and extremely difficult to fix the actual damages sustained in the event of any such delay. The State and Contractor, therefore, presume that in the event of any such delay the amount of damage which will be sustained from a delay will be the amounts set forth in the order, and the State and the Contractor agree that in the event of any such delay, the Contractor shall pay such amounts as liquidated damages and not as a penalty. Similarly, a unilateral deferment by the State of equipment installation without appropriate notice or a delay in readying the facility interferes with the installation schedule under which the Contractor is operating, thus resulting in damages to the Contractor. The State and Contractor presume that in the event of such delay, the amount of damage which will be sustained will be the amount set forth in the order, and they agree that in the event of such a delay, the State will pay such amount as liquidated damages and not as a penalty. Amounts due the State as liquidated damages may be deducted by the State from any money payable to the Contractor. The State shall notify the Contractor in writing of any claim for liquidated damages pursuant to this paragraph on or before the date State deducts such sums from money payable to the Contractor. Equipment Installation Delays Caused by the Contractor 1) If the Contractor does not install the equipment, (designated by the Contractor's type and model number), and special features included with the equipment (or suitable substitutes acceptable to the State), ready for use with all appropriate operating software, all as listed in the order, on or before the Installation Dates) specified in the order, or in the case of the equipment delivered to the State in time for State installation, the Contractor shall be liable for fixed liquidated damages specified in the order, in lieu of all other damages for such noninstallation. Liquidated damages shall accrue for each calendar day between the Installation Date specified in the order and the date the equipment is certified ready for use or 180 calendar days, whichever occurs first 2) If some, but not all of the machines are installed, ready for use, during a period of time when liquidated damages are applicable, and the State uses any such installed machines, liquidated damages shall not accrue against the machines used for any calendar day the machines are so used. 3) If the delay is more than thirty (30) calendar days, then by written notice to the Contractor, the State may terminate the right of the Contractor to install, and may obtain substitute equipment, in accordance with the c. Other Delivery Delays Caused by the Contractor 1) If the Contractor does not deliver all the programming aids, program products, and applications listed in the order ready for use in substantial accordance with the Contractor's specifications, on or before the Delivery Dates specified in the order, the Contractor shall be liable for liquidated damages in the amounts specified in the order, in lieu of all other damages for such nondelivery. Liquidated damages shall accrue for each calendar day between the Delivery Date specified and the actual date of the delivery of such software or for 180 days, whichever occurs first If the Contractor fails to provide the software listed in the order by the specified Delivery Date, but provides suitable substitution of software acceptable to the State, liquidated damages shall not apply to listed software for which substituted software is provided. 2) If the State is unable to use the equipment on the installation date because Contractor failed to deliver the software listed in the order by the delivery date specified in the order, and Contractor does not famish suitable substitute software acceptable to the State, liquidated damages for equipment noninstallation as specified in Paragraph 50, b. (1), shall be paid to the State in lieu of damages for software nondelivery as specified in Paragraph 50, c. (1). Such liquidated damages shall apply until the State uses the equipment or until Contractor provides the programming aids or applications which would render the equipment usable, whichever occurs first, but not for more than 180 calendar days. d. Installation or Delivery Delays Caused by the State 1) In the event the equipment cannot be installed because the State has failed to prepare the facility by the Facility Readiness Date specified in the order, the State shall be liable for fixed liquidated damages specified in the order for each day between the Facility Readiness Date specified in the order and the actual readiness date, but not to exceed 180 calendar days, in lieu of all other damages for such delay. 2) In the event a change directed by the State requires a later installation date of certain equipment and the State has failed to notify the Contractor of the delay at least 60 days prior to the original Installation Date, the State shall be liable, in lieu of all other damages, for liquidated damages as specified in Paragraph 50, d. (1), for each day between the original Installation Date and the new Installation Date, but not to exceed 180 calendar days. 3) The State shall not be liable for liquidated damages under both Paragraph 50, d. (1) and d. (2) above during the same period of time with respect to the same equipment. 51. ACCEPTANCE TESTING FOR EQUIPMENT (including Operating Software) a. Acceptance testing is intended to ensure that the equipment acquired operates in substantial accord with the Contractor's technical specifications, is adequate to perform as warranted by the Contractor, and evidences a Revision 5/26/1998 Page 11 of 15 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) CONTRACT TERMS AND CONDITIONS satisfactory level of performance reliability, prior to its acceptance by the State. If the equipment to be installed includes operating software as listed in the order, such operating software shall be present for the acceptance test unless substitute operating software acceptable to the State is provided. Acceptance testing may be required as specified in the order for all newly installed technology systems, subsystems, and individual equipment, and machines which are added or field modified (modification of a machine from one model to another) after a successful performance period. b. In accordance with Paragraph 49, a. (4), Installation and Delivery Dates, the Contractor shall certify in writing to the State when equipment is installed and ready for use, at which time operational control becomes the responsibility of the State. Acceptance_testing (as specified in the order) shalt commence on the first State workday following certification, and shall end when the equipment has met the standard of performance (performance criteria) as provided in the order for a period of 30 consecutive days. Operation of the equipment to confirm its installation, as provided in Paragraph 49, a. (5). Installation and Delivery Dates, shall be considered to be a part of the acceptance test c. In the event the equipment does not meet the standard of performance during the initial 30 consecutive calendar days, the acceptance tests shall continue on a day - today basis until 'the standards of performance are met for 30 consecutive days. d. If the equipment does not meet the standards of performance within ninety (90) consecutive days after the start of the acceptance testing, the State shall have the option to request replacement equipment, extend the performance period or terminate the order (or portions thereof) and seek relief as provided by Paragraph 56, Rights and Remedies of State for Default. The State's option shall remain in effect until such time as the equipment meets the performance criteria, or 180 consecutive days after the start of the acceptance testing, whichever occurs first. If the equipment has not met the standards of performance by 180 days after installation, the contract shall be canceled or the defective equipment deleted from the contract and the provisions of Paragraph 56, Rights and Remedies of State for Default shall apply. e. At the request of the Contractor, the State shall make available not only the failed equipment, but also those machines which must be utilized by the Contractor to identify the cause of failure and to accomplish the repair. f. Equipment shall not be accepted by the State and no charges associated with such equipment shall be paid by the State until the equipment has satisfactorily completed the acceptance tests. In addition, if required in the order, no charges shall be paid until specified Contractor - supplied software has been accepted by the State. g. Immediately upon successful completion of the acceptance tests, the State shall notify the Contractor in writing of acceptance of the equipment and authorize appropriate payment. The State shall maintain adequate dairy records to satisfy the requirements of acceptance testing. Increments of time shall be measured in hours and whole minutes. improved versions (new releases) of this software, any such software which has been altered (modified) by the Contractor to satisfy State requirements, and any substitute software provided by the Contractor in lieu thereof, unless the order provides otherwise. The purpose of the acceptance test is to ensure that the software operates in substantial accord with the Contractor's technical specifications and meets the State's performance specifications. The procedures for the accomplishment of such tests are contained in the order. b. When software has been provided and certified in accordance with Paragraph 49, Installation and Delivery Dates, b. (1), the State shall begin acceptance testing on the first State workday following such certification, as specified in the order. c. If successful completion of the acceptance test is riot attained within ninety (90) consecutive days after the start of the acceptance testing, the State shall have the option to request substitute software, cancel that portion of the contract which relates to the unaccepted software, or continue the acceptance tests. The State's option shad remain in effect until such time as the tests are successfully performed, or 180 days after certification, whichever occurs first. If the acceptance tests have not been successfully performed prior to the expiration of 180 days, that portion of the contract which relates to the unaccepted software shall be canceled, unless both parties agree to the continuation of the tests or to the delivery of substitute software. If the unaccepted software (or its functional equivalent) is crucial to the accomplishment of the work for which the equipment was acquired, and is so identified in the order, the State shall have the option of terminating the entire contract in accordance with Paragraph 56, Rights and Remedies of State for Default. d. Unless otherwise provided in the order, software shall not be accepted by the State and no charges associated with such software shall be paid by the State until the software has satisfactorily completed the acceptance tests. e. Immediately upon successful completion of the acceptance testing, the State shall notify the Contractor in writing of the acceptance of the software and authorize appropriate payment. The State shall maintain adequate records to satisfy the requirements of acceptance testing. 53. CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS OR DAMAGE TO PROPERTY a. The Contractor shall be liable for damages arising out of injury to the person and/or damage to the property of the State, employees of the State, persons designated by the State for training, or any other person(s) other than agents or employees of the Contractor, designated by the State for any purpose, prior to, during, or subsequent to delivery, installation, acceptance, and use of the equipment either at the Contractors site or at the State's place of business, provided that the injury or damage was caused by the fault or negligence of the Contractor. b. Contractor shall not be liable for damages arising out of or caused by an alteration or an attachment not made or installed by the Contractor, or for damage to alterations or attachments that may result from the normal operation and maintenance of the Contractors equipment. 52. ACCEPTANCE TESTING FOR SOFTWARE (other than 54, ENGINEERING CHANGES Operating Software) Engineering changes, determined applicable by Contractor, a. Acceptance testing may be required as specified in the will be controlled and installed by Contractor on equipment order for all Contractor- supplied software as specified and covered by this contract. The State may elect to have only listed in the order, including all software initially installed. Revision 512611998 Page 12 of 15 . , CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) CONTRACT TERMS AND CONDITIONS mandatory changes, as determined by Contractor, installed on machines so designated. A written notice of this election must be provided to the Contractor for written confirmation. There shall be no charge for engineering changes made. Any Contractor - initiated change shall be installed at a time mutually agreeable to the State and the Contractor. Contractor reserves the right to charge, at its then current time and material rates, for additional service time and 59' materials required due to noninstallation of applicable engineering changes after Contractor has made a reasonable effort to secure time to install such changes. 55. CONNECTION POINTS FOR CENTRAL PROCESSOR EVALUATION EQUIPMENT If requested by the State, the Contractor agrees to identify, on all items of equipment supplied under this contract, all appropriate test points for connecting one of the commercially available hardware monitors designed to measure system 60' activity. 56. RIGHTS AND REMEDIES OF STATE FOR DEFAUL a. In the event any equipment, software, or service furnished by the Contractor in the performance of this contract should fail to conform to the specifications therefore, the State may reject the same, and it shalt thereupon become the duty of the Contractor to reclaim and remove the same forthwith, without expense to the State, and immediately to replace all such rejected equipment, software, or service with others conforming to such specifications; provided that should the Contractor fail, neglect or refuse to do so the State shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such equipment, software, or service and to deduct from any monies due or that may thereafter become due to the Contractor the difference between the price named in this contract and the actual cost thereof to the State. b. In the event the Contractor shall fail to make prompt delivery as specified of any equipment, software, or service, the same conditions as to the rights of the State to purchase in the open market and to reimbursement set forth above shall apply, except as otherwise provided in Paragraph 38, Force Majeure. c. In the event of the cancellation of this contract either in whole or in part, by reason of the default or breach thereof by the Contractor, any loss or damage sustained by the State in procuring any equipment, software or service which the Contractor therein agreed to supply shall be home and paid for by the Contractor. d. The rights and remedies of the State provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract. 57. CONTRACTOR'S POWER AND AUTHORITY The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the State hereunder harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State under this contract. 58. TITLE TO EQUIPMENT Unless otherwise specified in the order or financing plan, title to the equipment shall remain in the Contractor and assigns, if any, until such time as the full purchase prices, applicable taxes and interest charges, if any, are paid to the Contractor. Title to each machine will be transferred to the State when its purchase price, taxes, and associated interest charges, if any, are paid. Title to a special feature installed on a machine 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 on which it was installed. WAIVER OF BREACH No term or provision of this contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by an individual authorized to so waive or consent- Any consent by either party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for, any other breach or subsequent breach, except as may be expressly provided in the waiver or consent. CONFLICT WITH EXISTING LAW The Contractor and the State agree that if any provision of this contract is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the contract shall remain in full force and effect Either party having knowledge of such tern or provision shall promptly inform the other of the presumed non- appGpbility of such provision. Should the offending provision go to the heart of the contract, the contract shall be terminated in a manner commensurate with the interests of both parties, to the maximum extent reasonable. 61. LIMITATION OF ACTIONS No action, regardless of form, arising out of this contact may be brought by either party more than two years after the cause of action has arisen, or in the case of nonpayment, more than two years from the date of the last payment, except where either party (within two years after a cause of action has arisen) provides the other party in writing a notice of a potential cause of action, disclosing all material facts then known by the notifying party concerning such cause of action, then the notifying party may bring an action based on the matter so disclosed at any time prior to the expiration of four years from the time the cause of action arose. DEFINITIONS (from STATE MODEL PURCHASE CONTRACT 2/98) Revision 5/26/1998 Page 13 of 15 a. Data Processing System (System The total complement of Contractor- fumished machines, including one or more central processors (or instruction processors) and operating software, which are acquired to operate as an integrated group. b. Data Processing Subsystem -A complement of Contractor - fumished individual machines, including the necessary controlling elements (or the functional equivalent) and operating software, if any, which are acquired to operate as an integrated group, and which are interconnected entirely by Contractor - supplied power and/or signal cables; e.g., direct access controller and drives, a cluster of terminals with their controller, eta c. Machine -An individual unit of a data processing system or subsystem, separately identified by a type and/or model number, comprised of but not limited to mechanical, electro-mechanical, and electronic parts, microcode, and special features installed thereon and including any necessary software; e.g., central processing unit, memory module, tape unit, card reader, eta d. Equipment -An all - inclusive term which refers either to individual machines or to a complete data processing . CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) CONTRACT TERMS AND CONDITIONS system or subsystem, including its operating software (if any). e. Equipment Failure -A malfunction in the equipment, excluding all external factors, which prevents the accomplishment of the equipment's intended function(s). If microcode or operating software, residing in the equipment, is necessary for the proper operation of the equipment, a failure of such microcode or operating software which prevents the accomplishment of the equipment's intended functions shall be deemed to be an equipment failure. f. Operation Use Time -For performance measurement purposes, that time during which equipment is in actual operation by the State. g. Preventive Maintenance —That maintenance, performed on a scheduled basis by the Contractor, which is designed to keep the equipment in proper operating condition. h. Remedial Maintenance —That maintenance performed by the Contractor which results from equipment (including operating software) failure, and which is performed as required; i.e., on an unscheduled basis. i. Principal Period of Maintenance —Any nine consecutive hours per day (usually between the hours of 7:00 a.m. and 6:00 p.m.) as selected by the State, including an offidal meal period not to exceed one hour, Monday through Friday, excluding holidays observed at the installation. j. Period of Maintenance Coverage —The period of time, as selected by the State, during which maintenance services are provided by the Contractor for a fixed monthly charge, as opposed to an hourly charge for services rendered. The Period of Maintenance Coverage consists of the Principal Period of Maintenance and any additional hours of coverage per day, and/or increased coverage for weekends and holidays. k. Maintenance Diagnostic Routines —The diagnostic programs customarily used by the Contractor to test equipment for proper functioning and reliability. t. Facility Readiness Date —The date specified in the contract by which the State must have the site prepared and available for equipment delivery and installation. m. Installation Date —The date specified in the contract by which the Contractor must have the ordered equipment ready (certified) for use by the State. n. Performance Period —A period of time during which the State, by appropriate tests and production runs, evaluates the performance of newly installed equipment and software prior to its acceptance by the State. o. Acceptance Tests -Those tests performed during the Performance Period as listed in the purchase order which are intended to determine compliance of equipment and software with Contractor's published specifications and to determine the reliability of the equipment. p. Machine Alteration -Any change to a Contractor - supplied machine which is not made by the Contractor, and which results in the machine deviating from its physical, mechanical, electrical, or electronic (including microcode) design, whether or not additional devices or parts are employed in making such change. q. Attachment -The mechanical, electrical, or electronic interconnection to the Contractor - supplied machine or system of equipment manufactured by other than the Revision 5/26/1998 Page 14 of 15 original equipment manufacturer and which is not connected by the Contractor. r. Software —An all- inclusive term which refers to any computer programs, routines, or subroutines supplied by the Contractor, including operating software, programming aids, application programs, and program products. s. Operating Software —Those routines, whether or not identified as program products, that reside in the equipment and are required for the equipment to perform its intended function(s), and which interface the operator, other Contractor- supplied programs, and user programs to the equipment. L Programming Aids— Contractor - supplied programs and routines executable on the Contractor's equipment which assists a programmer in the development of applications including language processors, sorts, communications modules, data base management systems, and utility routines, (tape -to -disk routines, disk -to -print routines, etc.). u. Application Program —A computer program which is intended to be executed on the Contractor's equipment for the purpose of performing useful work for the user of the information being processed. Application programs are usually developed or otherwise acquired by the user of the hardware/software system, but they may be supplied by the Contractor. V. Program Product — Programs, routines, subroutines, and related items which are proprietary to the Contractor and which are licensed to the State for its use, usually on the basis of separately stated charges and appropriate contractual provisions. w. Software Failure —A malfunction in the Contractor - supplied software, other than operating software, which prevents the accomplishment of work, even though the equipment (including its operating software) may still be capable of operating property. For operating software failure, see definition of equipment failure. X. Information Technology Services —Are defined as services performed directly on or pertaining to electronic data processing and telecommunications hardware, firmware, and software including, but not limited to, computerized and auxiliary automated information handling, system design and analysis, data conversion, computer programming, information storage and retrieval, voice, video, data communications, requisite system controls, simulation, maintenance and repair, software licensing, and training. Also included are services of an advisory nature requiring a recommended course of action or personal expertise as it pertains to an information technology project, and information technology support functions.