HomeMy WebLinkAbout7/28/1999 - STAFF REPORTS (5) DATE: July 28, 1999
TO: City Council
FROM: Operations & Communications Supervisor via Director of Aviation
PURCHASE OF PREMISE DISTRIBUTION SYSTEM (PDS)AND SHARED TENANT SERVICES
(STS) EQUIPMENT
RECOMMENDATION:
It is recommended that the City Council approve the purchase of Premise Distribution System
(PDS) and Shared Tenant Services (STS) equipment from NEC Business Communications
Systems through the State of California Multiple Award Schedule (CMAS), in an amount not
to exceed $200,000.00.
BACKGROUND:
The Premise Distribution System (PDS) is a method whereby the owner of a facility, in this
case the City of Palm Springs, Department of Aviation (AIRPORT), owns and provides to it's
tenants cabling for data (computer) communication. This cabling can be configured to meet
the needs of individual tenants and the AIRPORT receives a usage fee from the tenant for the
cable.
Shared Tenant Services(STS) is similar to PDS except that it deals with voice communication
(telephones,facsimile, etc.). The AIRPORT provides the telephone instruments and in-house
telephone capability to it's tenants. Each tenant is capable of using their own individual
program for long distance and local service. The AIRPORT receives a usage fee from the
tenant for the telephones.
In the case of the AIRPORT, STS will also include the telephone instruments used by the
Department of Aviation staff.
The Airport staff, in conjunction with the Procurement Division and the Department of
Communications, has been negotiating with NEC, Inc.. NEC was selected via the California
Multiple Award Schedule(CMAS), which is a list of vendors which have been pre-qualified by
the State of California. Municipalities can select vendors from this list and negotiate a scope
of work and compensation amounts. NEC was selected based primarily on the following
reasons:
The existing telephone switch and instruments fortheAIRPORT are NEC and have proven
to be extremely reliable.
CDI Communications advised that NEC is one of the premier vendors for telephone
equipment.
NEC is partnering with Infoswitching, Inc for installation and after installation service.
Infoswitching Inc is based in Palm Desert and has been providing telephone service to the
AIRPORT for several years. They have been an extremely reliable service provider.
PDS
The proposed cable layout includes the existing and expanded areas of the ticketing wing, the
Phase IIA area, the existing concourse, the commuter holdroom and the north and south
holding rooms. The proposed PDS cabling will allow the airlines to link their computers at their
individual ticket counters to the specific boarding gates.
The PDS includes fiber optic and CAT-5 cable.The fiber optic cable will utilize'Air Blown Fiber'
(ABF), which is individual cells which contain the desired amount (strands) of cable. The
amount of fiber optic cable (strands) can be changed as tenant requirements change.
The price breakdown for PDS is as follows: $64,476.54
4AA
PDS& STS Equipment Purchase
July 28, 1999
Page 2
This price includes laborfor installation,splicing,testing,warranty,as-built documentation and
project management.
STS
The Shared Tenant Services (STS) will replace the existing in-house telephone switch and
telephone instruments used bytheAIRPORT.Newtelephone instruments will also be provided
for the Phase IIA area. Tenants who have a connection to the existing AIRPORT telephone
switch will be connected to the new switch and will not be required to purchase new
instruments.
The price breakdown for STS is as follows: $117.105.38
STS includes Voice Mail and call accounting software,which is used for system configuration
and tenant billing. This price includes labor for installation, warranty, testing, splicing,
connectivity, as-built documentation, training and project management.
TOTAL COST $64,476.54
$117,105.38
Tax (Equipment only) $6,817.55
$188,399.47
The installation of the PDS/STS equipment is related to Phase IIA of the terminal expansion.
In order not to delay the opening of the facility, the requested approval amount includes an
$11,600.53 installation contingency, which is subject to approval by the City Manager before
funds can be expended. Due to the dynamicnature of this purchase and the continuation of
construction for Phase IIA,there could be issues which arise that need to be addressed so the
project does not incur any delays.
The majority of telephones used by AIRPORT staff will be equipped with Direct Inward Dialing
(DID)which allows individuals to bypass the attendant/receptionist.The current method forthe
general public to contact the Airport will not change. The four (4) digit dialing between the
Airport and other City facilities will be maintained.
Both STS and PDS will be warrantied for a period of one year. Maintenance service after the
warranty period will be covered under a separate agreement.
TheAIRPORT's consultant,CDI Communications Consultants has reviewed the proposal.CDI
Communications Consultants will be providing project oversight and technical assistance
throughout the installation and transition process.
Development of the use policies and pricing will be completed once the equipment has been
installed.
The communication study, equipment, purchase and installation has been included in the
Airport Commission's work programs for FY 98-99 & and FY 99-00.
The Airport Commission recommended approval of this item at its meeting of July 7, 1999.
The Procurement Manager, pursuant to the requirements of the Municipal Code, section
3.12.270.6 finds that the competitive process conducted by the State of California, Multiple
Award Schedule(CMAS)agreement#3-98-00-0226A for the proposed purchase is adequate
to protect the public interest and that the proposed value of PDS/STS equipment is likely to
be less through the proposed cooperative purchase that could be achieved through the City's
independent purchase process. A copy of the CMAS agreement is on file in the City Clerk's
office.
PDS &STS Equipment Purchase
July 28, 1999
Page 3
Funds have been budgeted in account numbers 415-6200-50015,415-6225-50015,415-6400-
56021 and 415-6Q5000-56023. No general fund monies will be used for this purchase.
qti k�'j
MIKE`N. WILLIAMS, A.A.E. TRACY C. LINCOLN
Operations & Communications Supervisor Deputy Director of Aviation - Operations
JAMES W. RUNGE HAROLD E. GOOD, CPPO
Director of Communication Procurement Manager
APPROVED:�' APPROVED:
do, JERI L. RIDDLE ity Manager
Director of Aviation /
Attachment: 1. Minute Order Q�IB, / D
APPROVED
_ k,Ci„TPiF,T1
a � 3
MINUTE ORDER NO. 6 /J
APPROVING THE PURCHASE OF A PREMISE
DISTRIBUTION SYSTEM (PDS) AND SHARED
TENANT SERVICES (STS) EQUIPMENT FOR
THE PALM SPRINGS INTERNATIONAL AIRPORT
WITH NEC BUSINESS COMMUNICATIONS
SYSTEMS THROUGH THE STATE OF
CALIFORNIA MULTIPLE AWARD SCHEDULE
(CMAS), IN AN AMOUNT NOT-TO-EXCEED
$200,000.
- - - - - - - - - - - - -
I HEREBY CERTIFY that this Minute Order approving the purchase
of a Premise Distribution System(PDS)and Shared Tenant Services
(STS)equipment forthe Palm Springs International Airport with NEC
Business Communications Systems through the State of California
Multiple Award Schedule (CMAS), in an amount not-to-exceed
$200,000, was approved by the City Council of the City of Palm
Springs, California in a meeting thereof held on the 28th day of July,
1999.
PATRICIA A. SANDERS
-f4i49 City Clerk
04
Z 4 /y' ER qCO 0
r- MEMORANDUM
d D
56
dANOWN
AIRPORT
OPERATIONS
Date: July 219 1999
To: Trisha Sanders, Acting City Clerk
From: Mike N Williams, Operations Supervisori/Ll�
Subject: NEC BNS CMAS Agreement
The Airport has a purchase from NEC BNS on the July 28, 1999 Council agenda.
Harold/Procurement stated that we need to have a copy of NEC's State of California
Multiple Award Schedule (CMAS) on file. A copy of their agreement is attached,
Let me know if you have questions. Thanks!
NACDI_PDS_STS\City Clerk-NEC Agreement.mem
,,A:wmy Thy
Department of General Services
A
Procurement Division
Sy a n P.O. Box 942804
" s + Sacramento, CA 94204-0001
State of California
MULTIPLE AWARD SCHEDULE
NEC BCS , Inc. (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 6/1/98 through 5/1/2000
AND GSA* TERM:
DISTRIBUTION: STATEWIDE
or other similar schedules as darined 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 GMAS PROGRAM. AGENCIES SHOULD NOT ENTER INTO
CMAS AGREEMENTS FOR NON4NFORMATION 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.
Cv
Effective Date; 7l6/1998
STEV CASARE Program nal st, California Multiple Award Schedule Unit
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CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
NEC i Inc. (West)
3-98-00-0226A
CMAS CONTRACT TERMS AND CONDITIONS As an altemative,agencies may consider Mari through the State's
financial marketplace GS$Mart. All(erns and conditions and lenders
The attached CMAS contract terms and conditlons dated are pre-approved for easy financing. The GS$Mart Internet address is
5/2 811 998 are Incerporaled into this contract °hip://pd/dgslgov/finance/gsSnhart htrn". Buyers without Internet
access may call the GS$Mart Administrator,Pal Mullen at 9161327-
PURCHASE ORDERS 2600(pmullen(r�Pdgs.ca.gov)for further information,
All individual purchase orders issued against this CMAS contract ORDER FORM
mcoghor aka these ordering provisions as well as all terns and
conditions. State agencies shall use a CoplracVOslegation Purchase Order
(Sid.(is)for purchases and services.
SELF-I)ELETING FEDERAL GSA TERMS AND CONDITIONS
Local governments shall,in lieu of the States Purchase Order
Instructions,or farms and conditions appearing In the Special (Std.65),use their own purchase order document.
Items or other provisions of the Federal GSA which are Intended
to apply to the purdhaso,license,or rental(as applicable)of tie The Procurement Division will bill each state and local agency
products or services by Ole U.S. Government in the United for use of CMAS contacts,equal to 1.21 Y.0f the value of each
States,and/or to any overseas location shall be self-deleting. order. The Procurement Division will bill slate and local
(Example:"Examinations of Records"provision). agencies directly. The 1.21%fee should NOT be Included in the
order total,or remitted before a bill Is received from us-
Fedeml regulations and standards,such as Federal AcquWtian
Regulation(FAR),Federal Information Resources Management One copy of each order shall be forwarded to the DepaMhsnt of
Regulation(FIRMR),Federal Information Processing Standards General Services(DGS) Procurement Division,CMAS Unit,
(FIPS),or General Services Administration Regulation(GSAR) 1500-5th Street.Suite 118 Sacramento,CA 95814
shall he setfdaleling. Federal blanket orders and small order Attention: Carol Umgaet U G,39).
procedures are not applicable.
ORDERING PROCEDURES
ORDER OF PRECEDENCE
The ordering artily is required to complete and distribute the
Any conflict or Inconsistency In the meaning between CMAS and order form, For services,the ordering antty,shalt modify Ole
the teens and conditions appearing In,or otherwise Intended to information contained on the farm to include the service period
apply to the Fedoral GSA Schedule shall be resolved by giving (start and end data),and the monthly cost(or other Intermittent
preference to CMAS(see CMAS Terms and Conditions, cost),and any other Information pertinent to the services being
CONFLICT OF TERMS), provided. The cost for each line Item should be Included on the
order,not Just system totals.
VIDEO CONFERENCING
STATE POLICY
Agencies intaraatad in procuring video conterencing
aquiprnont and services should be aware of the stata's USE OF CMAS IS OPTIONAL. AGENCIES ARE STRONGLY
oatwork and equipment interoperabilily concerns,which ENCOURAGED TO OPTIMIZE THE BENEFITS OF THE CMAS
axtand welt beyond any single vendor's equipment. As a PROGRAM BY COMPARING DIFFERENT SCHEUULES FOR
minimum, agencies must ensure that tha hardware, firmwate VARYING PRODUCTS,SERVICES AND PRICES,AND
and software complies with current imernational CCITT video CAREFULLY REVIEWING ALL CONTRACT TERMS AND
confarencing standards. CONDITIONS,TO OBTAIN THE BEST VALUE AVAILABLE.
TELECOMMUNICATIONS EQUIPMENT THE CALIFORNIA MULTIPLE AWARD SCHEDULE DOES NOT
REDUCE OR RELIEVE STATE AGENCIES OF THEIR
Pilot to using Oils contract,all stale agencies ale advised to RESPONSIBILITY TO MEET STATEWIDE REQUIREMENTS
review the Department of General Services, REGARDING CONTRACTS OR PROCUREMENTS OF GOODS
Telecommunications Division,"State Telecommunications OR SERVICES. Special attention should be given to the
Managornant Manual"(STMM),Category 0400 Sections(of Automated Accounting System requirements of Stale
current delegation parameters applying to the acquisition of Administrative Manual(SAM)Section 7260.62,the Productive
W$Coranunlc dons equipment and services. This provision Use Requirements of SAM Section 5203.
does not apply to local govemrents.
Agencies should be aware that approval from the Department of
EXCEPTIONS TO THE A'f7ACHED County of Mnrcatl FOCUS Information Technology(DOfT)Is required for:
#9997.01 Contract
• procurement of major Information Technology systems
Leasing pursuant to SAM Section 4810.3%
• purchase of imaging equipment which exceed$25,000;and
Federal GSA Lease provisions are NOT acceptable,and cannot • purchase of used Information Technology equipment.
be sold through CMAS because the rates and contract terms are
unacceptable,and not applicable to the State. Special allentlon is to be given to the following:
Federal Lease to Own Purchase(LTOP)and hardware rental • SAM Section 4819,41 and 4832 certifications for Information
provisions with no residual value owed at end tern are Technology procurements and compliance with policies.
acceptable($1 residual value Is acceptable). • Services may hot be paid for In advance-
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CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
NEC SCS, Inc. (West)
3-9"0-0226A
• Agencies roust adhere to the guidelines In SAM Section may he awarded a contract/purchase order for the provision of
2,120/2121 for servicing office equipment, services,delivery of goods-or supplies,or any other related
• Agencies are required to file Win the Department of Fair action which Is required,suggested,or otherwise deemed
Employment and Housing(DFEH)a Conbact Award Report appropriate as an end product of the consulting services
Sto.16 for each order over$5,000 within 10 days of award, wntract/purchase order. Therefore,any Consultant that
Including amendments which exceed$5,000. contracts with a state agency to develop a feasibility study or
provide formal recommendations for the acquisition of EDP
YEAR 2000 COMPLIANCE products or services is precluded from contacting for any work
recommended In the faasibitty,study or the formal
Contract language pertaining to Year 2000 Compliance is recommendation,
addressed in the alfactted CMAS Tarms and Conditions
PUBLIC WORKS PROJECTS
PERSONAL SERVICES
A public works contract Is defined as an agreement far"the
To ensure sufficient expertise for all consulting or personal erection,construction,alteration,repair,or Improvement of any
services contracts,prior to issuing an order,the ordering agency public structure,building,road,or otter public Improvement of
is required to review the resumes of all personnel Contractor any kind"in accordance with the Public Contract Code(FCC)
intends to use to fulfill tie order. Fact agency is responsible for Section 1101. Slate agencies planning these types of projects
verifying that Contractor personnel meet any education or need to review rho State Contracting Manual(SCM)Section 10
experience requirements listed in tie CMAS contract. for applicable guidelines and regulations.
Each order should contain,as a minimum,a description of the Agency CMAS adders,may allow for a public works
task,a statement of the Contractor's responsibilities,camplodor component only when It is incidental to the overall project
criteria,a list of deliverable Items(If any),the estimated starting requirements. Agencies are to ensure that the applicable laws
date,the scheduled completion date,and a fixed cost for each and codes pertaining to the Contractor and sub-Contractor
task. The aggregate of the fixed costs for all tasks wnsdtutes Ileensing,prevailing wage rates,bonding,labor code
the fixed pnce ceiling for all tasks described, requirements,etc.are adhered to by the prime Contractor as
well as any sub-Contractor during the performance under the
Personal services are available under the following two opllons: agency's CMAS order.
1. CMAS orders for personal services such as project LEASE/PURCHASE ANALYSIS
management,independent verification and validation.
systems analysis and design,and miscellaneous services Slate ageoeles must complete a LeaselPurchase Analysis(LPA)
are not limited to the number of hours or months per year to determine best value when contemplating a lease/rental,and
that a consultant can work If the services contracted for are retain a copy for future audit purposes(SAM 3700), The LPA Is
not available within civil service,cannot be performed not required to be approved by the Department of General
satisfactorily by civil service employees,of are of such a Services.
highly specialized or technical nature that the necessary
expert knowledge,experience,and ability are not available PRICE ANALYSIS
through the civil service system(Government Cade
19130,b(3)), CMAS commots are considered"prlce analyzed"because they
are based upon federal government multiple award schedules on
2. CMAS personal services orders for programmers,systems which a price/cost analysis was already performed,or upon
analysts,and technical specialists which are of an urgent, other multiple award schedules where the products have been
temporary,or occasional nature,such that hiring additional competffvely bid and the prices compared and/or assessed,
civil service positions is not feasible,are limited to nine Therefore,additional analysis Is riot required by the Procurement
months(1548 hours)per Consultant within a twelve Division or Individual agencies.
consecutive month period(Government Code 19130.b
(loycalifomla State Constitution,Article VII,Section 6). OROER LIMITS
This provision is per agency and Is InCluslve of orders The maximum amount of each transaction placed under the
Issued on your behalf by another agency. Contractors must award contract is$500,000,
Walt three(3)months from CMAS order
lemdnalion/explration before submtbng the Candidate's Splitting of Contracts to avoid any monetary limitations is
resume for work at the same agency/deparbnent, prohlbilad(SAM 1215).
For both options above,the Contractor may conduct tatting Do not circumvent nomial procurement methods by spllltirlg
courses tar which appropriately qualified avil service Instructors purchases into a seder of delegated purchase orders
are not available,provided that permanent Instructor positions in (SAM 3572).
acadamies or similar settings shall he filled through dvII service
appointment(Government Code 19130.1b(9)), Splitting a project into small projects to avoid either fiscal of
procedural controls Is prohibited(SAM 4819.34).
FOLLOW-ON CONTRACTS/PURCHASE ORDERS FOR
CONSULTANT SERVICES IN FEASIBILITY STUDIES AND MINIMUM ORDER LIMITATION
EDP ACQUISITION
There Is no minimum dollar value limitation on orders placed
No person,firm,or subsidiary thereof who has been awarded a under this contract.
consulting services Contract/purchase order,or a
contiact/purchase order which Includes a consulting component,
712190 3
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CALIFORNIA MULTIPLE AWARD SCHEDULE(Cl
NEC BCS, Inc.(West)
3-96-00.0226A
MULTIPLE CONTRACTS ON STD,65 ORDER FORM this contract,NSP Items must adhere to the following provisions
and limitation.
Agendas may Include multiple contracts tom the same supplier
on a single Std.65 ConlrawDelegalion Purchase Order, I. The Contractor agrees to specifically monitor all Schedule
Agencies wishing to create a single purcllase order using orders received to ensure adherence to this provision.
multiple CMAS contract numbers must adhere to the following
guidelines,without exception- 2. A schedule order crimaiding NSP Items may he issued only
if such an order results in the lowest overall alternative to
1. All contracts must be for the some CMAS supplier. rneet the needs of the Government-
2- The order must go to one supplier location, 3. NSP Items shall be clearly Identlled in the schedule order.
Any product of service already specifically priced and
3. Place the word"CMAS"in the space usually reserved for the Included In the schedule contract may not be identified as a
contract number. On Sid 655,this is at the top of the form. NSP Item.
The word"Cl signifies that the order contains Items
from multiple CMAS contracts. 4. Maximum Order Limitation: For eiders$250,000 00,or
less,the total dollar value of all NSP Items Included In a
d The purchasing agency may only use one(1)bill code, sdiedule order shall not exceed$5,000.00, For orders
exceeding$250,000.00,and at the option of the supplier,
5. For each Individual contact(as differentiated by alpha the total dollar value of all NSP items In a schedule order
suffix),the agency must identify and group together the shall not exceed 5 h Of the total cost Of the Order,or
contract number with line Items and subtotal per contract $25,000.00 whichever Is lower. This Includes orders with
number(do not include tax in the subtotal),AND sequentially approved"exception"limits
identify each Individual contract as Sub#1,Sub 92,Sub#3,
etc. This facilitates accurate billing by the Procurement 5 An NSP Item included In an order issued against a
Division. schedule contract is subject to all of the terms and
wnditons set forth in the schedule contract.
6. The total of all items on the purchase order must not exceed
the order llndt idampad in the CMAS contract. 6. The following NSP Rents ARE SPECIFICALLY EXCLUDED
from any order issued under this contract:
7. DO not combine items from both commodity and Information
technology contracts. Commodity contracts begin with the a) Items which are not intended for use in directly
pumber d and information technology contracts begin with supporting the priced items Included In the same
the number 3. The order limits arc different for these types order. An item must be subordinate to the Specifically-
Of contracts. priced Item[hat the NSP item Is supporting.
MAINTENANCE TAX For example,a cable,which Is not otherwise
specifically priced in the contract,Is subordinate to a
Section 1655 of the Sales and Use Tax Regulations of the specifically priced polar or facsimile machine,and is
Business Taxes law Guide under Optional Warranties role is that eligible to be an NSP item subject to that cable
sales tax shall riot be charged on optional warranties and meeting the remaining NSP requirements. However,a
therefore the Contractor is considered the and user and)table for printer or facsimile machine,which is not otherwise
His sales tax. Prices charged for service are not subject to sales Specifically priced In the contract.Is not subordinate to
tax and neither can sales tax be assessed the State for any part a specifically priced cable,and is not eligible to he an
or consumable supply installed that Is included In the full service NSP item.
maintenance.
b) Supply type items,except for the minimum amount
OPEN MARKET ITEMS necessary to provide initial support to the priced
schedule Items Included in the same order.
The only time that Open nlahket items may be Included in a
CMAS order Is when they fall under the parameters of the Not o) Software,except operating software.
Specifically Priced(NSP)Items provision. It the NSP provision
is riot Included in the schedule,or the products aodlor services d) Computers,Computer Systems,Workstations and
required do not quality under the parameters of the NSP Tonnlnals.
provision,the products and/or services must be procured
separate from CMAS. a) External Peripherals.
NOT SPECIFICALLY PRICED(NSP)I7EMS I) Trade-ins, Upgrades,Involving the swapping of
boards,are permissible,where the schedule contract
Contractors must be authorized providers of the makes specific provisions for this action, in those
hardwarelsotware services they offer under the Not Specifically Instances where It is permitted,the schedule order
Priced(NSP)Items provision;or,otherwise.risk Contract must Include the replacement item and an order
tarminaton, notation that the purchase involves the swapping of a
board.
CMAS Contractor has the option of accepting orders for non-
contract products and services(NSP items),subject to the g) Items which do not meet the Productive Use
following requirements. Agency orders containing only NSP Requirements.
Items are prohibited. To be Included on an order issued under
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CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
NEC BCS,Inc. (West)
3-9"0-0226A
h) Any other Item or class of Items which Is specifically CONTRACTOR 1"RAVEL
excluded from the scope of this schedule contract.
State agencies(not local governments)should refer to SAM
i) Public Works components which are NOT incidental Sedlon 0774'TRAVEL AND RELATED REIMBURSEMENT OF
to the overall project raquirernanta. Refer to the PERSONS NOT STATE EMPLOYEES,"when transportation
previous Public Works Projects provision as well as and per diem costs are to be reimbursed by the Slate.
the CMAS Terms and Conditions, Provision ,97.
If the contract provides for travel, State agencies may Pay
)1 Products or services the supplier is NOT factory naval and per diem expenses according to state travel time
authorized or otherwise coaihed or trained to and per diem rules(represented employee rates) end verified
provide. receipts. Local government,education and special districts
will pay travel time and per diom according to their statutory
k) Follow-on consultant services that were previously requirements. All travel and par diem expenses must be
recommended or suggested by the same supplier within contract parameters,and incorporated into the
for lntarmadan technology project&. Refer to the agency's order.
CMAS Terms and Conditions, Provision X03,
If travel is NOT addressed or is not covered in the contract,
The Contractor will not accept any order under the contract then the agency cannot include it as a line Item on the order.
containing NSP Items which does not confamh to these terms.
The Contractor will promptly notify the Customer agency issuing SHIPPING INSTRUCTIONS
the non-conforming order of its non acceptance and the reasons
for its non acceptance. F.O.&(Free On Board)Destination-
PHOOUCTIVF USE REQUIHEMENTS PAYMENT TERMS
Each equipment or software component must be in currant Net 30 days,
opetation for a paying customer and the paying customer
must be extornal to the Contractor's organization lour owned Each State accounting office must have it copy of the
by the Contractor antl not owning the Contractor). attached Vendor Data Record(Sid.204)In order to process
payment of loveless, Agencies should forward a copy of
To substantiate compliance with the Peoduetiva Use tha Std.204 to their respective accounting officals).
Requirarnems, the Contractor must provide the name and Without the Sid.204,payment may be unneooasadly
address of a customer installation and the name and delayed.
telephone nurnbar of a contact person.
DELIVERY
The elapsed time such equipment or software most have
been in operation is based upon the importance of the 30 days after receipt of order,or as negotiated between agency
equipment or saftwaea for system operation and its cost, and Contractor.
The following designates product categories and the required
period of time for equipment or software operation prior to WARRANTY
approval of the replacement item on CMAS.
See award schedule for warranties.
Category 1 .Critical Software: Critical software is software
that is required to control the overall operation of a computer OWNERSHIP INFORMATION
system or peripheral equipment. Included in this category are
operating systams, data base management systems, NEC BCS,Inc.(West)is a large business enterprise.
language interpreters, assemblers and compilers,
communications software,and other essential system CONTRACT DISTRIBUTION AND UPDATES
software.
Contractors will provide to agencies a copy of their catalogs)or
Cast Prior Openatton Ilsting(s),contract loans and conditions,and all updates upon
More than $100,000 8 months request.
8101000 up to s 100,000 4 months
Less then $10,000 1 moral, SUPPLIER QUARTERLY REPORTS
Category 2-All information Technology Equlpmant and Contractors are required to submit a detailed report
Non-CraloM Sohw&rr. Information technology equipment is quarterly to the DGS Procurement Division,CMAS Unit,
defined in SAM Socuon 4819.2. 1500-Slh Street,Suite 118,Sacramento,CA $5814,
Atlontlon: Carol Urrlleal(IMS Code#0-301. A separate
Coat Prior Oparation report is required for each contract,as differentiated by alpha
More than s 100,000 6 months suffix(If applicable). Suppliers with resellars are responsible for
8 10,000 up to $100,000 4 months reporting raseller ordering activity. Any report that does not
Lase than d 10,000 1 month follow die required formal or that excludes information will be
deemed Incomplete.
CREDIT CARD
EffeetlVe Soptember 30,1997 now schedules for suppliers
NEC BC5,Inc,(West)tides not accept the State of California with 4xlagng schedules,and axtonsions or renewals of
credit card(CAL-Card). exlsfino schedules,will be approved ONLY If the suepller
has submitted to the CMAS Unit dl quarterly nports due.
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CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
NEC BCS, Inc. (West)
3-9"0-0226A
Copies of purchaae orders are no Ion0er aooeptabla. Each
quarterly report Ala required within two weeks o!the end of ALTERNATIVE MEDIA AND ON-LINE ACCESS TO
March.June,September,and December of each calendar SCHEDULES
year. Subsequent to September 30 1997,repoNs which
become two months past due will result In automatic Contact Contractor directly regarding the availability of
contract ravocalion. A report Is reguva Bevan when there is schedules or listings on CD ROM,or across to electronic
no activity. Bulletin Board Systorns(B8S).
The report roust Include the agency name,purchase order CONTRACTOR MAILING ADDRESS AND PHONE NUMBER
number,purchase eider date,agency b0lmg code,pre,MX total
order cost,agency contact name,address and phone number. Orders may be malled to the following address;
and total dollars for the quarter. Tax must NOT be included in
Ole quarterly report,even if the agency includes lax on the NEC SCS,Inc.(West)
purchase order. 6025 Slauson Ave.
Culver City,CA 90230
A sample quarterly report(Attachment A)Indicating required
format and information Is attached for your reference. CMAS Representative:Susan Leonard
voice:(925)543-5122
AMERICANS WITH DISABILITY ACT(ADA) fax: (925)543.5151
NEC aCS,Inc.(Wasi)
Section SO4 of the Rehabilitation Act of 1973 as amended;Title 12657 Alcosta Blvd.,Suite 160
VI and VII of the Civil Rights Act of 1964 as amended; San Ramon,CA 94583
Arnericans with Disabilities Act,42 USC 12101;Callfomla Code
of Regulations.Tltla 2,Title 22;California Government Code.
BecOum;11135.at say.;and other federal and state laws,and _DGS PROCUREMENT DIVISION CONTACT AND PHONE
Executive Orders prohibit disWrainatoq. All programs,activities, NUMBER
employment opportunities,and services must be made available
to all persons,Induding parsons with disabilltios. Sao Carol Um0eal
Atlas rru l B for Procurement Division's ADA Compliance Policy Department of General Services
of Nondiscrimination on the Basis of Disability. Procurement Division,CMAS Unit
1500-5th Streat,Suite 116
Individual government agencies are responsible for self- Sacramento,CA 95614
compliance with ADA regulations.
Phone#916132421045 Calnet X 01464-6045
Supplier sponsored events must provide reasonable Fax 491W323-1441
accommodations for persons with disabilities.
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 91 B/324-8045 or Calnet 8/454-
8045 to arrange a date and time.
712/90 6
LO -a
W?0 :01 66-4T - Lnr
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 file Contractor as identified
in the Contractor's California Multiple Award Schedule;subject to the availability of funds,unless eadier terminated by the State in accordance
with the termination provisions contained herein,or the purehasa order,
Ad CMAS lama and conditions(Including cover papa provisions)are hereby,Incorporated by reference into Individual purchaso
orders issued against lho contract.
Agency change,to ilia CMAS terms and conditions which result in increase risk or liability to the Slato are not acceptable.
1. APPROPRIATION OF FUNDS 3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION
a. If the term of (his contract extends Into fiscal years By signing hereon the Contractor swears under penalty of
subsequent to [hat in which it Is approved, such perjury that no more than one Mal, unappealabls finding of
continuation of the contract Is subject to the appropriation Contempt of court by a Federal court has bean issued agalosi
of funds for such purpose by She Legislature. If funds to the Contractor within the immediately preceding two-year
effect such continued payment are not appropdaiad, period bemuse of the Contractor's failure to comply with an
Contractor alll to lake back any affected equipment order of the National Labor Relations Board.This provision is
and software furnished under Uds contract, terminate any required by,and shall be construed In accordance with Public
services supplied to the Stale under this contract, and Contract Code Section 10296.
reltove tie State of any further obilgallon therefor. q, STATEMENT OF COMPLIANCE
It. 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 penally of perjury under the
subject to normal wear and Lear. Stale further agrees to laws of the Slate of California (hat the Contractor has,unless
pay for pecking, crating, transportation to contractors exempted, compiled with the nondiscrimination program
nearest facility and for reimbursement to the contractor for requirements of Government Code Section '12090 and Tits 2,
expenses Incuned for their assistance In such packing California Administrative Code,Section 6103.
and crating. 5, EXAMINATION AND AUDIT
2. DRUG-FREE WORKPLACE CERTIFICATION a. State Auditor Audit
By signing this contract, the Contractor hereby cenifies under The contracting parties shall be subject to the examination
penalty of perfury under trio 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 ilia contract In accordance
Free Workplace Act of 1990(Government Code Section 8360 with Government Code Section 8546.7, The examination
et seq.)and will provide a drug-lice 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 nolifying employees that unlawful limited to,the costs of administering the contract.
manufacture, distribution, dispensation, possession, or b. Disabled Veteran nosiness Fntarprise 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 delegates,will have Via light to review, obtain, and copy
required by Govemment Code Section 8355(a). all records pertaining to performance of the contract.
b. Establish a Dwg¢ree Awareness Program as required by Contractor agrees to provide the awarding department,or
Govemment Code Section 8355(b) to Inform employees its delegates,with any relevant Information requested and
about all of the following: shall permit the awarding department, or Its delegalee,
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 petson's or organisation's policy of maintaining a employees and inspecting and copying such hooks,
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 Valerans
4) ponalhes that may be imposed upon employees for Coda,Section 999 at seq.and Title 2,California Code of
drug abuse violations. Regulations. Section 1896,60 at seq. Contractor further
agrees to maintain such records for a period of three (3)
c. Provide, as required by Govemment Coda Section 8's55 years after final payment under the cordri
(0, that every employee who works on tie proposed
contract 6. CONTRACTOR'S LICENSE REQUIREMENTS
1) will receive a copy of the company's drug.freo policy Contracts which Include Installation, or the wording "Furnish
Siatemenh And, and Install"require at the time of contract award that suppliers
2) will agree to abide by the terms of the compady's possess a valid California State Contractor's License. If sub-
statement as a condition of employment on ilia contractors are used,they must also posses a valid California
contract. State Contractors License. All businesses which eonshucl or
Failure to comply with these requirements may result In alter any building, highway, road, parking facility, raltmad,
suspension Of payments under the contract or termination of excavation, or other structure In Califomia must be licensed
the contract or both and the Contractor may be ineligible for by the Cali State License Board (CSLB)If the total war
award of any future State contracts if the department (labor and matedals) of the project Is $300.00 or more,
delennlnes that any of the following has ocouned: (1) the Failure to be licensed or to keep the license current and In
Contractor has triads false certification, or (2) violates the good standing shall be grounds for contract revocation.
certification by failing to carry out file requirements as noted
above.
Revision 5/26/1998 Page 1 of 15
RO d
V£O=OT 66-9T- 11-117
CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
CONTRACT TERMS AND CONDITIONS
7 SPECIAL CONDITIONS PUBLIC WORKS The Contractor will be required to secure the payment
REQUIREMENTS(APPLICABLE TO INSTALLATION ONLY) of compensation to its employees In accordance with
a. Prior to the commencement of performance, the the provisions of Labor Lode Section 3700.
Contractor must obtain and provide to the Stale, a 3) Travel and Subsistence Payments
payment bond,on Standard Fonn 807.when the contract Travel and subsistence payments shall be paid to
involves a public works expenditure (laborlinstallation each worker needed to execute the work, as such
costs)in excess of$5.000, Such bond shall be in a sum travel and subsistence payments are defined in the
not less than one-half the contract price. Forms shall be applicable collective bargaining agreements filed in
provided to ilia Contraclur, accordance with Labor Code Section 1773.6.
In. In accordance with the provisions of Section 1773 of the D Apprentices
California Labor Code, the Contractor shall, conform and Special atten5on is directed to Sections 1777.5,
stipulates to tire general Prevailing rate of wages, 1777.6, and 1777.7 of Ole California Labor Code and
Including employer henenls as defined In Section 1773.1
of Ore Callfomia Labor Code, applicable In the classes of Title B. Callfgmia Admiuistrative Code Sepdpn 200 et
labor to be used for public works such as at the delivery sag Each Contractor and/or subcontractor must,prior
site for the assembly and installation of the equipment or to commencement of the public works contract,
materials under the contract. Pursuant to Section 1770 of contact the Division of Apprenticeship Standards, 525
tire Callfomia Labor Code, the Department of Industrial Golden Gala Avenue,San Francisco, CA,or one of its
Relations has asrertanad the general prevailing rate of branch offices to Insure compliance and complete
wages in the county In which the work Is to be done,to be understanding of the law regarding apprentices and
as listed in the Department or Transpodation booklet specifically the required ratio thereunder,
enticed General Prevailing Wage Rates. The booklet is Responsibility for compliance with this section Iles with
compiled monthly and coples of the same are available the prime contractor.
bum tire Department of Industrial Relations, Prevailing 5) Payroll
Wage Unit at(415)972-8628. The booklet is required to The contractor shall keep art accurate payroll record
be posted at the job site- showing the name, social security account, work
e. The Contractor hereby certifies by signing this contract ciasslficadon spedde and straight time and overtime
that hours worked by each employee. A certified copy or
1) Contractor has met or will comply with lire standards the employee's payroll record shall be available for
of affirmative compliance with the Non-Dlsctimination inspection as specified in &action 1776 of the
Clause Requirements included herein. California Labor Code
-
2) Contractor Is aware of Ore provisions of Section 3700 8, DISPUTES(APPLIES TO SERVICE CONTRACTS ONLY
of the Labor Code which require every employer to be a. Any dispute concerning a question of fact arising under
insured against liability for workmen's compereadon the terms of this agreement which is not disposed of
or to undertake self-insurance In accordance with the within a reasonable period of time by the Contractor and
Provisions of that Code, and Contractor will comply Stale employees normally responsible for the
with such provisions before commencing the administration of this contract shall be brought to the
performance of the work of this contract. attention of the Chief Executive Officer (or designated
d Laws to be Observed representative) of each organization for joint resolution.
1) Labor At the request of ether party, the State shall provide a
Pursuant to Section 17T5 of the California Labor Code forum for discussion of the disputed item(s),at which time
the Contractor shall, as penalty to the Slate or the Stale Chief of Procurement, or his representative.
Political subdivision on whose behalf the contract is shall t available t assist in the resolution by providing
advice o bolo parties to the Slate of California EDP
made or awarded, forfeit not more than fifty($50.00) policies and procedures.. If agreement cannot be reactiehedd
for cacti calendar day, or portions thereof, for each through the applleadon of high level management
worker paid by him or subcontractor under him, less attention, either party may assert its other rights and
than Dhe prevailing wage so stipulated:and in addition, remedies within this contract or within a court of
the Contractor further agrees to pay to each workman competent lunsdicllon.
the difference between Ore actual amount paid for
each calendar day, or portons thereof, and the b.The rights and remedies of the State provided above shall
stipulated prevailing wage rate for die same, This not be exclusive and are In addition to any other tights and
provision shall not apply to property indentured remedies provided by law or under the contract.
apprentices. c.The Stale and the Contractor agree ghat,Die existence of a
Pursuant to Sections 1810.1815 of the Callfomia dispute notwithstanding, dley will continue without delay to
Labor Cade, Inclusive, it Is further agreed that the carry out all their responsibilities Under this contract Which
maximum hours a worker Is to be employed Is limited are not affected by the dispute_
to eight hours a day and forty hours a week and the g. CONTRACTOR EVALUATION (CONSULTING SERVICE
Contractor shall forfeit, as a penally to the Slate, CONTRACTS OVER$5 000)
twenty-five ($25) for each worker employed in Die
execution of the contract for each calendar day during In accordance with bib California Government Code,
which a workman Is required or permitted to labor Contractor performance evaluation will be completed within
more than eight hours In any calendar day or more Die guidelines of the Stale Administrative Manual, Section
Dian forty hours in any calendar week, In violation of 1283, The State contracting agency, upon contract
California Labor Code Sections 1810,1815,Inclusive, completion, will complete and forward the contractor
2) Workers Compensation Insurance
evaluation to the Department of General Services_
Revision 5/26M998 Page 2 of 15
60-d
H170 =0T 66-91 - LnL-
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
CONTRACT TERMS AND CONDITIONS
10, CONTRACTS IN EXCESS OF $200,000 (APPLIES TO Housing Commission Implementing Government Code.
SERVICE CONTRACTS ONLY Section 12990(ad),set forth In Chapter 5 of Division 4 of
Contractor shall give pionly consideration in filling vacancies Title 2 of the California Cade of Regulations are
in positions funded by this contract to qualified recipients of Incorporated into this contract by reference and made a
aid under Welfare and Institutions Code Section 11200 part hereof as if set forth in full. Contractor and Its
(Public Contract Code 10353), subcontractors shall give written notice of their obligations
under this clause to labor organizations with which they
11. ASSIGNMENT OF ANTITRUST ACTIONS have a collective bargaining or other agreement.
The following provision of Government Code Section 4552, b, This Contractor shall include the nondiscrimination and
4553, and 4554 (Statutes of 1978, Ch 414) shall be compliance provisions of His clause in at subcontracts to
applicable to the Contractor, perform work under the contract.
In signing this confract, the Contractor agrees that It will 14. VENDOR DATA RECORD
assign to the purchasing body all dgbis, tide, and interest in
and to all causes of action It may have Under Scorch 4 of the Each Contractor doing business with die Stale of California
Clayton Act (15 U,S.C. see, 15) or under tie Canwright Act must indicate their residency status along with their vendor
(Chepier 2 (commencing with Section '16700) of Part 2 of identlfication nurnoer. Contractors are required to provide a
Division 7 of the Business and Professions Codej, aristri completed Vendor Data Record, Std. 204 (attached), to the
floor purchases of goods, materials, or Services by the DGS Procurement Division before entering Into this contract.
Contractor for sale to the purchasing body pursuant to tie 15. DEBARMENT CERTIFICATION(FEDERALLY FUNDED
contract Such assignment shall be made and become SERVICE CONTRACTS OVER 810 0D0)
effective at the time the purchasing body Wrests final
payment to the Contractor. The prospective recipient of Federal assistance funds is
required l0 certify (attached), that neither it nor its pdncrpats
If an awarding body or public purchasing body receives,either are presently debaned, Suspended,proposed for debarment,
through judgment or settlement, a monetary recovery for a declared Ineligible,or voluntarily oxduded from participation In
cause of action assigned under this chapter, die assignor this transaction by any Federal department or agency. The
shall be anhllad to receive reimbursement for actual legal Contractor Is required to complete the attached certification
costs incurred and may, upon demand, recover from the before anledng Into Nis contract.
public body any portion of the recovery, Including treble
damages, ahtubutabla to overcharges that were paid by the 16. TERMINATION OF CONTRACT
assignor but were not paid by the public body as part of the a, The Shale may tannlnate this Contract at any time upon
contract price, less the expenses incurred in obtaining that one month pnor written notice.
portion of the recovery. b. If the Contactors GSA Multiple Award Schedule is
Upon demand in writing by the assignor, the assignee shall, terminated within the term of the California Multiple Award
within one year from such demand, reassign the cause of Schedule, the California schedule shall also be
action assigned under this part if the assignor has been or considered to be terminated on the same date.
may have been injured by the violation of law for which die c. Upon termination or oiler expiration of this contact, each
cause of action arose, and (a) the assignee has not been party will assist the other party in orderly termination of
injured Hereby, or (b) the assignee declines to file a court the contract and the transfer of all assets, tanglble and
action for the cause of action. intangible, as may facilitate the orderly, nondlsrupted
12, REQUIRED PAYMENT DATE business continuadon of each party,
Payment Is due to Contractor 30 days from die dale the d.Prior to the expiration of this contract,this contract may be
equipment,software or services are received and accepted by terminated for the convenience of both parties by mutual
the Slate or 30 days from the date a correct invoice, is consent.
received In the office specified by Via State, whichever Is 17 UPDATES ANp/OR CHANGES
later, When provision is made for a testing period preceding
acceptance by the Slate, data of acceptance shall mean the Any updates and/or changes to the GSA Multiple Award
date the oquipment or software is accepted by the State Schedule (or other multiple award contract) prices and/or
during the spedfed testing period, catalog shall be available to the Stale of California when they
6acome effective for the Federal Govemment (or other
13, NONDISCRIMINATION CLAUSE awarding authority), except for Contractors adding new
a. During the performance of this contract,Contractor and its manufacturers products and/or services which are, based on
subcontractors shall not unlawfully disatmmate,harass or another Contractors federal schedule or other multiple award
allow harassment, against any employee or applicant for schedule. When Contractors offer new manufacturers
employment because of sex, race, color, ancestry, products andlor services which reside on a_nolber Contractors
religious creed, national origin, physical disability schedule or contract the CMAS Unit must approve an
(including HIV and AIDS), mental disability, medical amendment adding the naw manufacturer's products andlor
condition (cancer), age (over 40), martial status, and services BEFORE they may be sold to the State of California
denial of family care leave, Contractors and Also, now federal contract terns and conditions which
subcontractors shall insure that the evaluation and constitute a material difference from oxlsfirlg contract terms
treatment of their employeas and applicants for and conditlons are not considered approved unlit the CMAS
employment are free from such discrimination and Unit Issues a supplement including the new terms and
harassment. Contractor and subcontractors shall comply conditions. A malarial change has a potentially significant
with the provisions of the Fair Employment and Housing alienist the delive
Act (Government ment Code. Section 12900 at seq.) and the ry,quantityor or quality of provided,the,
applicable regulations promulgated thereunder(CaliforniaCalifopaid H He vendor,or on Ha cost to the
e State.
code of Regulations,Title 2.Section 7285,0 at sec.). The
applicable regulations of the Fair Employment arid
Revision 5/26/1998 Page 3 of 15
OT "d
V170 =01 GEi Lnt�
CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
CONTRACT TERMS AND CONDITIONS
16- CONTRACT AMOUNT The report must include the agency name, purchase order
There Is no minimum or maximum dollar amount specified by number, purchase order dale, agency billing code, pre-tax
this contract nor is there'any guarantea of minimum purchase total order cost, agency contact name, address and phone
of Contractor's products or services by the Stale. number, and total dollars for the quarter. Tax musk NOT he
Included in the quarterly report, even if the agency Includes
19. PURCHASE ORDER LIMITS kax on the purchase order.
Orders for Information Technology products and/or services 94, TAXES
shall not exceed $500,000 per transaction. Orders for non
Information Technology (commodities) products and/or The Slate of California is exempt from Federal excise taxes
services shall not exceed$100,000 per transaction. and no payment shall be made for any personal property
taxes levied on the Contractor or on any taxes levied on
20. NO ADDITIONAL COSTS employee wages. The Stale will only pay for any State or
No additional costs beyond those identified In the agreement local sales or use taxes on the services rendered or
shall be incurred by the State for obtaining the products and equipment,parts or software supplied to the Slate pursuant to
services offered. this contract.
21. DELIVERY(ORDERS$250 000 OR LESS) 26. INVOICES AND PAYMENTS
If the Contractor does not deliver Its products to a site The Contractor shall render invoices to the ordering agency.
designated by dha Stale within the delivery time specified, the Invoices for purchases and software fees are not due and
State may terminate the right of(he Contractor to deliver and payable until successful completion of any applicable
may obtain substitute products. acceptance testing- Invoices for services are not due and
payable,and do not constitute an obligation of the Stale,until
22. CONFIOENTIALITY the month following the month for which charges acuve.
All financial,statistical,personal,technical and other data and Software maintenance and license fees,which are considered
Infoanation relating to the Slate's operation which are a subscription, may be paid In advance If a provision
designated confidential by the State and made available to addressing payment in advance is Included In the contract or
(he Contractor In order to carry out this agreement, or which purchase order,
become available to Via Contractor in carrying out this
agreement, shall be protected by the Contractor horn 26. AMENDMENTS
unauthorized use and disclosure through the observance of This contract may be amended by mutual consent of the
Vie soma or more effective procedural requirements as are parties, An amendment shall not be effective Until approved
applicable to the State. The Identification of all such by the Director of General Services, or until a carbficabon of
conlidentlal data and information as well as the Slate's exemption from such approval has been signed by the
procedural requirements for protection of Such data and contraotlng agency. No alteration or variation of the terms of
information from unauthorized use and disclosure shall be this contract shall he valid unless made in valting,and no oral
provided by the State in writing to the Contractor, If the underslanding or agreement not incorporated herein shall he
methods and procedures employed by the Contractor for the binding oil any of the parties hereto,
protection of We Contractors data and information are
deemed by the State to be adequate for the protection of the 27- ASSIGNMENT
Stalet's confidential Information, such methods and This contract shall not be assignable in whole or in part
procedures may be used, with Vie written consent of the without written consent of the Stale. It is the policy of the
State, to carry out the Intent of this paragraph. The State of California to withhold consent from proposed
Contractor shall not be required under the provisions of this assignments, subcontracts, or novabans when such transfer
paragraph to keep confidential any data or Inforna(lon which of responsibility would operate to decrease the Slate's
is or bocomes publicly available, is already rightfully In Vie likelihood of receiving performance on Vie contract. The
Contractor's possession, Is IndepeadenVy developed by the Stale does not normally object to the granting of assignments
Contractor outside the scope of this agreement,or Is rightfully for financial purposes provided that the original Contractor
obtained from third parties. retains all of Its responsibilities and obligations under Vie
23. QUARTERLY REPORTS contract. In the event of any assignment herein to which Ilia
State has consented, each such assignment shall contain a
Contractors are required ko submit a detailed report quarterly provision that further assignments shall not be made to any
to the OGS Procurement Division, CMAS Unll, 1500 5lh third or subsequent party without additonal written consent of
Street, Suite 116, Sacramento, 96816, Allender: Carol the Stale unless otherwise stipulated In the Stale selected
Umfleel(IMS Code#C-39). A separate report is requlrad for financing planl
each contract,as differentiated by alpha suffix(if applicable). Should the State desire financing of the assets provided
Suppliers with resellers are responsible for reporting reseller hereunder through GS $Mart, the Slate's financial
ordering activity. Any report Ghat does not follow the required marketplace, the Contractor agrees to assign to a State.
format or that excludes Information will be deemed designated tender Its right to receive payment frorn the State
incorl for the assets in exchange for payment by the lender of Ilia
New schedules for supplier, with existing schedules and cash purchase price for the assets. Upon notice to do so from
extensions or renewals of owls ting schedules Will he (116 SLA&Aesignated lender at any firma prior to payment by
af�proved ONLY if the supplier has submitted to the CMAS Ilia Slate for the assets, the Contractor will execute and
Unit all quarterly reports duo. (Copies of purchase orders are deliver to the Slate-designated lender an assignment
no longer acceptable.l Each quarterly report Is required within agreement and any additional documents necessary for the
two weeks of the and of March. June September, and Slate selected financing plan. The Slatedeslgnaul lender
December of each calendar year. Reports which be, two will pay the Contractor according to the terns of fire
months past due will result In automatic contract revocation. Contractor's Invoice upon acceptance of the assets by
A report Is required wen when there Is no activity, the State.
Revision 5120998 Page d of 15
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VGOICT 66-9T — LnC
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
CONTRACT TERMS AND CONDITIONS
28 GENERAL INDEMNITY services contract. Therefore, any consultant inat contracts
The Contractor agrees to indemnify, defend and save with a state agency to develop a feasibility study or provide
harmless the State, its officers, agents and employees from formal recommendations for the acqulsltlon of EDP products
any and all claims and losses, with the exception of or services Is precluded from contracting for any wom
consequential damages accruing or resuWng to any other recommended fit the feasibility study or the formal
person, firm or corporation furnishing or supplying work, recommendadon.
services, materials or supplies in connection with the 34. COVENANT AGAINST GRATUITIES
performance of this contract,and from any and all claims and
losses accruing or resuWng to any person,firm or corporation The Contractor warrants that no gratuities (in the form of
which may be Injured or damaged by the Contractor in the entertainment, gift, or otherwise) were offered or given by
performance of this contract which are attributable to the the Contractor or any agent or rephesentative of the
negligence or intentionally lorftous acts of the Contractor Contractor,to any officer or employee of the State with a view
provided that tie Contractor is notified In writing within 30 toward securing the contract or sacunng favorable treaunenl
days that the Stale has knowledge of such cairns. with respect to any determinations concerning the
performance of the contract. For breach or violation of this
29. GOVERNING LAW warranty, the State shall have the right to terminate tie
This Agreement shall be construed in accordance with,and Its contract, either in whole or in part, and any loss or damage
performance governed by,tine laws of the Stale of California. sustained by the State In procuring on the open market any
Items which Contractor agreed to supply shall be borne and
30- CONFLICT OF TERMS paid for by the Contractor. The rights and rerriedies of the
If tiers Is a conflict between the terms and renditions of the State provided in this clause shall not be exclusive and are in
Contractors MULTIPLE award schadute and the California addition to any other rights and remedies provided by law or
Multiple Award Schedule terms and conditions, the California under the contract-
Multiple Award Schedule terms and condifions shall prevall, 35. CONFLICT OF INTEREST
31. NEWS RELEASES a. Current Stale Employees (Public Contact Code Section
News releases pertaining to this agreement shall not be made 10410);
wNiouf prior written approval of the DGS Procurement 1)No oticar or employee shall engage in any
Division, employment, activity or enterprise from which the
32, CONTRACTS(ORDERS)FUNDED IN WHOLE OR PART BY officer or employee receives compensation or has a
THE FEDERAL GOVERNMENT financial interest and which is sponsored or funded by
any State agency, unless the employment, activity or
All contracts (including individual orders), except for State enterprise is required as a condition of regular State
construction projects, which are funded In whole of In part by employment.
the federal government may be canceled with 30 days 2)No officer or employee shall contract on his of her own
notice,and are subject to the following: behalf as an Independent contractor with any Slate
a, it is mutually understood between the parties that this agency to provide goads or sawices.
contract (order) may have been writen before b. Former State Employees (Public Contract Code Section
ascertaining the availability of congressional appropriation 10411).
of funds, for the mutual benefit of both parties,in order to
avoid program and fiscal delays which would occur if the 1)For the Iwo-year period from the dale he or she lei
contract (order) were executed after that determination State employment, tie former Stale officer or employee
was made, may enter Into a contract in which he or she engaged In
b. This contract (order) is valid and enforceable only if any of the negotiations, transactions, planning,
sufficient funds are made available to the State by the arrangemenlS or any part of ire decision-making
United Stales Government fof the fiscal year during willch process relevant to the contract while employed In any
the order was generated for the purposes of this program. capacity by any State agency.
In addition, this contract (order) Is subject to any 2)For the twelve-month period from the dale he or she
additional restrictions,limltatons,or conditions enacted by left Stale employment, no former State officer or
Vie Congress or any statute enacted by the Congress employee may enter Into a contract with any State
which may affect the provisions, terms or funding of this agency If he or site was employed by that State agency
contract(order)in any manner. In a policy-making position in the same general subject
c. it is mutually agreed that if the Congress does not area as the proposed contract within the twelve-munch
appropdata sufficient funds for the program, this contract period prior to his or her leaving State service.
(order)shall be amended to reflect any reduction In funds 36. PATENT, COPYRIGHT, AND TRADE SECRET
d. The department has the option to void the contract(order) PROTECTION
Under the 30-day cancellation cause or to amend the a. The Contractor, at Its own expense, shall defend arty
roritracl to reflect any reduction of funds. aedon brought against die Slate to the extent mat such
33. FOLLOW-014 CONTRACTS FOR CONSULTANT SERVICES action is based upon a claim that lite equipment or
FEASIBILI7V STUDIES AND EDP ACQUISITION (SAM software supplied by the Contractor, or the operation of
IN
IN such equipment pursuant to a current version of
Contractor-supplled operating software,infringes a Untied
No person,firm,or subsidiary thereof who has been awarded Stales patent,or copyright or violates a trade secret The
a consulting services contract, or a contract which Includes a Contractor shall pay those costs and damages finally
consuldng component, may be awarded a contract for the awarded agalnst the Stale in any such action. Such
provision of services, delivery of goods or supplies, or any defense and payment shall be condifioned on the
other related action which is required,suggested,or otherwise following;
deemed appropriate as an end product of the consulting
Revision 5/2 611 9 0 8 Page 5 of 15
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1)1-hat the Contractor shall be notified within a greater of$200,000 or the purchase price staled retell
reasonable lime In writing by the Stale of any Police of for the specific machines that caused the damages or that
such claim;and, are the subject matter of or are directly related to the
2)That the Contractor shall have the sole control of the cause of action.
defense of any action on such claim and all The foregoing limitation of lability shall not apply to the
negolatons for Ita settlement or compromise.provided, payment of costs and damage awards referred to in
however, that when principles of government or public Paragraph 36, entihed "Patent, Copyright, and Trade
law are involved, the Stale shall have the option to Secret Protection", to claims covered by other specihc
paNcipats In such action at its own expanse. provisions calling for liquidated damages or specifying a
b. Should the machines or software,of the operation thereof, different limit of liability, or to claims for Injury to persons
become, or in the contractors opinion ara likely to or damage to property caused by Contractors negligence.
become,the subject of a darn of Infringement of a United This limitation of lidblllty,does not apply to the receipt of
States patent, copyright or a trade secret, the State shall court costs or attorney's fees that might be awarded by a
patient the Contractor at Its option and expense either to court in addition to damages after litigation based on his
procure for the Stale the right to continue using the contract,
machines or software,or to replace or modify the same so c. State's liability for damages for any cause whatsoever,
Ilia[they become noommelging and mull to meet bid and regardless of the form of action whether In contract or
spechiieatons. If neither of these optlons can reasonably in tort, excluding negligence, shall be limited to the
be taken, or If fine use of such equipment or software by greater of $200,000 or the purchase price stated herein
the State shall be prevented by injuncton, the Contractor for the specific machines that caused the damage or that
agrees to take back such equipment or software, and are the subject matter of or are directly related to die
refund any sums the State has paid Contractor less any cause of action.
reasonable amount for use or damage and make every d, In no event will elther[lie Contractor or ilia Slate be liable
reasonable effort to assist ilia State in procuring substitute for consequanual damages even If notificallon has been
equipment or software. If,In the sole opinion of the Stale, given as to the possibility of such damages,
the return of such Intringlng equipment or software makes "equlpmenl-an all-inclusive tern which refers either to
the ratenUon of other items of equipment or software Individual machines or to a complete data processing
acquired from the Contractor under this contract
Impractical, the State shall then have the option of system or subsystem, Including Its operating software (If
lemtriating Ole contract. or applicable portions thereof, any).
without penally or termination charge. The Contractor 38. FORCE MAJEURE
agrees to take back such equipment or software and
refund any sums the State has paid Contractor less any Except for defaults of subcontractors, neither party shall be
reasonable amount for use ordamage responsible for delays or failures In performance resulting
c. The Contractor shall have no liability to the State under from acts beyond the control of the offending party- Such
any provision of this Paragraph 36 with respect to any acts shall include but shall not be limited to acts of God, fire,
claim of propatvision
o copyright, ra Trade sacral pestinfrin t any good, earthquake, other natural disasters, nuclear accident,
which o based upon: strike,lockout,riot,freight embargo,public regulated utility,or
governmental statutes or regulations superimposed after the
1)1"he combination or utilization of machines furnished fact. If a delay or failure in performance by the Contractor
hereunder with machines or devices not made of arises out of a default of Its subcontractor, and if such default
furnished by the Contractor. settled out of Causes beyond the control of both Ilia Contractor
2)1he operation of machines furnished by the Contractor and subcontractor, and without the fault or negligence of
under the control of any operating software other than, ether of them, the Contractor shall not be liable for damages
or In addition to, the aforementioned current version of of such delay or failure, unless the supplies or services to he
Contractor-supplied operabng software. furnished by tine subcontractor were obtainable from other
3)The modification by the Stale of the machines sources In sufficient time to permit the Contractor to meet the
furnished hereunder or of the aforementioned software. required performance schedule.
4)The combination or utization of software famished 39. RISK OF LOSS OR DAMAGE
hereunder with noncontracer's supplied software. The Stale shall be relieved from all risks of loss or damage to
it. The foregoing states the entire liability of the Contractor the equipment under this contract prior to delivery and/or
whir respect to infringement of patents, copynghls and Installation as carload in the actual purchase order except
trade secrets. when such loss or damage Is due to fault a negligence of the
State.
37 LIMITATION OF LIABILITY
a. The aquipmeol" shall be under State's exclusive 40. WARRANTY
management and control. The State agrees that the Warranty will be provided as indicated In the Conuactor's
Contractor shall not be liable for any damages caused by CMAS.
the State's failure to fulfill any State responsiblllties of 41 SUBCONTRACTING REQUIREMENTS
assuring hie proper use, management and supervision of
the machines and programs, audit controls, operating Any subcontractor that the WAS supplier chooses to use In
methods, and office procedures, and for establishing all fulfilling the requirements of this contr ,cot/order, and which is
proper checkpoints necessary for the State's intended use expected to receive more that ten(10)percent of value of Ole
of the machines. contract/order,must also meet all contractual, admimstrauve,
b. Contractor's liability for damages to titre State for any and technical requirements of the contract,as applicable,
cause whatsoever, and regardless of the fell" of action,
whether In contract or in tort, shall be limited to the
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42. PORCED CONVICT AND INDENTURED LABOR between the twentieth and twomy-fitst centuries, and
Contractor of grantee ceNtes that no foreign made the years 1999 and 2000 and leap year calculations to
equipment, materials, or supplies famished to the State the extent that other information technology used in
pursuant to the contract/agfoamem will be produced in whole combination with the Information technology being
or In pall by forced labor, convict labor, or Indentured labor acqulred, properly exchanges date data with It. This
under penal sanction. The contractor or grantee agrees to warranty Is subject to the warranty terns and
comply wuh the requirements of Public Contract Code(PCC), conditions of this contract. Nothing in this warranty
Section 6108. shall be construed to limit any rights or remadtes the
State may otherwise have under this contract with
Any contractor contrac0ng with the state who knew or should respect to defects other than Year 2000
have known that the foreigmmade equipment, materals or pertormance.(w5l90)
supplies famished to the state were produced in whole or part h. Non-Information Technology Products uncle,
by forced labor, convict labor,or Indentured labor under penal Services
Sanction,when entering Into a contract pursuant to the above,
may,subject to PCC, Section 6108. subdivision (c), have any The Contractor warrants and represents that the
OF all of the following sanctions Imposed: goods or services said, leased or licensed to the
1) The contract under which the prohibited equipment, State of California, Its agencies, or Its political
materials or supplies were provided may be Wood at subdivisions, pursuant to this cordracl/purchase
ilia option of the stale agency to which the equipment, order are "Year 2000 compliant" For purposes of
materials or supplies wars provided. this conlractipurchaae order, a good or service Is
Year 2000 compliant If it will continue to function fully
2) The contractor may be assessed a penalty which shall before,at and attar the Year 2000 without Interruption
be the greater of one thousand dollars ($1,000) or an and, If applicable, with full ability to accurately and
amount equaling 20 percent of the value of Ne unambiguously process, display, compare, oalculate.
equipment, materials or supplies that the state agency manipulate and otherwise utilize date Information.
demonstrates were produced in whole or in part by This warranty and reprosantation supersedes all
forced labo(, convict labor, or Indentured labor under wananty, disclaimers and limitations and all
penal sanction. limitations all liability provided by or through
3) The contractor may be removed from the bidders list for Contractor.(5r5/90)
a period net to eXwad 360 days. 45. TERMINATION FOR CONVENIENCE
43. NONCOLLUSION AFFIDAVIT a, The State may terminate performance of work under
By signing this contract, contractor hereby certifies that any this Contract for Its convenience In whole or, from
quotation provided for a CMAS order or project Is not made in time to time, In part if the Department Director or
the Interest Of, or on behalf of, any undisclosed person, designee determines that a lamination is In the
pannership, company, association, organization, or State's interest. The Dapartmenl Director or designee
corporation;that the quotation is genuine and not collusive or shall terminate by delivering to the Contractor a
sham;that the contractor has not directly or indlrecty induced Notice of 'termination specifying the extent of
or solicited any other contractor to put in a false sham termination and the effective data thereof. The parties
quotation, and has not directly or Indirectly colluded, agree that, as to the terminated portion of ilia
conspired,connived,Or agreed With any Contractor or anyone contract, the contract shall be deemed to remain in
else to put in a Sham quotation. or that anyone Shall refrain effect until such time as the lamination settlement, If
from bidding; that the contractor has not in any manner, any,is concluded and the contract shall not be void.
directly of indirecey,sought by agreement,communication,or h. After receipt of a Notice of Tarednallon,and except as
conference with anyone to fix any overhead, profit, or cost Olmsted by the Department Director or designee, ilia
element of the quoted price,of that of any other contractor,or Contractor shall Immediately proceed with the
to secure any advantage against the puelio body awarding the following obligations,am applicable,regardless of any
contract or anyone interested in the proposed contract;that all delay In determining or adjusting any amounts duo
statements In the quotation are true; and, further, that the under this olause. The Contractor shall:
contractor has not, directly or Indirectly, submitted Its quoted 1)Stop work as spoclfied In the Notice of Termination.
price or any breakdown thereof, of the contents thereof, or
divulged mtormatou or data relative thereto, of paid,and will 2)Place no further subcontracts for materials,
not pay, any fee to any corporation, partnership, company, services, or facilities, except as nacessary, to
association,organizaton,bid depositary,or to any member of Complete ilia continued portion of the contract.
agent thereof to effectuate a collusive or sham bid or 3)Terminate all subcontracts to the extent they relata
quotation, to the work terminated.
44. YEAR 2000 WARRANTY 4)Settle all outstanding liabilities and lamination
Agencies Issuing or processing a purchase order must set0ament proposals arising from the tonnhla0on
use this language in lieu of alternative language, unless of subcontracts; the approval or ratification of
specifically authorized by the Department of Information which will be final for purposes of this clause.
Technology (DOIT) and approved by the Department of 5)As directed by the Department Director or
General Services. I daslgnee, transfer title and deliver to the State (a)
a. Intomhatlon Tecfmology Products and/or Services fabricated or unfabrl"ted parts, work In process,
completed work, supplies, and other material
The Contractor warrants that Its hardware, software, produced or acquired for the work terminated, and
and firmware products and services delivered under (b) completed or partially completed plane,
this contract shall he able to accurately process date drawings, Information, and other property that, If
data (Including, but not limited to, calculating,
comparing, and/or sequencing) from, Into, and
Revision 5/26/1998 Page 7 of 15
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CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
CONTRACT TERMS AND CONDITIONS
the contract had boon completed, would be preparatory expense allocable thereto, but
required to be furrdshad to lbe Slate, excluding any coats attributable to supplies or
6)Complete performance of the work not terminated; services paid or to be paid;and
and b)The cost of settling and paying termination
7)Taka any action that may be necessary or as the settlement proposals under temunaled
$kale may direct for the pro(ectlon and preservation subcontracts that are properly chargeable to
Of tine property roluled to this contract that is In the ilia terminated portion of the contract:and
possession of the Contractor and In which the c)Storage, transportation, and other costa
State ties or may acquire an Interest, and to Incurred, reasonably necessary for the
midgate any potential damages or request& for preservation, protection, or disposition of the
contract adjustment or termination settlement to termination Inventory.
the maximum practical extent. g. Except for normal spoilage, and except to the extent
c. At the completion of the Contractor's lamination that the State expressly assumed the risk of loss,the
efforts,the Contractor may submit to the Department Stale shall exclude from the amounts payable to lire
Director or designee a list, Indicating quantity and Contractor, the fair value, as determined by the
quality of ternrinallon Inventory not previously Department Director or designee, of property that is
disposad of, and request Instruction for disposition destroyed, lost, stolen, or damaged so as to become
of ilia residual termination Inventory, undellverabie to the State or to a buyer.
d. After lamination, the Contractor shall submit a final h. The Contractor shall use generally accepted
lamination settlement proposal to ilia Department accounting pnjoclptas and sound business practices
Director or designee In the form and with the In determining all costs claimed, agreed to, or
certification prescribed by the Department Director or determined under this clause. Such costs shall be
designee, The Contractor shall submit the proposal allocable to the terminated contract or portion
promptly but no later than ninety (50) days from ilia thereof,allowable under applicable laws, regulations,
affective data of tennlnation, unless extended In generally accepted accounting prinelplas and good
writing by the State upon written request of the business judgmant and objectively reasonable.
contractor within ilia nlnsty (90) day period. I. The Contractor shall have the right of appeal, under
flowover, If tine Department Director or designee file Disputes clause, from any determination made by
deterinlnas that the facts justify it, a lamination the Slater except that if the Contractor failed to submit
suttlemalit proposal may be received and acted oil the termination settlement proposal withln the time
after the expiration of the filing period or any provldad and failed to request a time extension,there
extension. If the Contractor falls to submit the is no right of appeal. If the Department Director of
proposal within the time allowed, the Department designee has made a determination of the amount
Director or designee may datermina on the basis of duo,the State shall pay the Contractor(1)the amount
information available, an equitable adjustment determined If there Is no right of appeal or If no timely
amount, If any, dull the Contractor because of the appeal has been taken, or (2) the amount finally
termination and shall pay the amount determined. determined on appeal. Following any attempted
e. The Contractor and the State may agree upon the administrative resolution with the Department
whole or any part of the amount to be paid because of Director or designee, the Contractor may proceed in
the terminaton. The amount may Include a accordance with the Disputes clause of ilia contract.
reasonable allowance for profit on work done, j_ In arriving at the amount due the Contractor under
including a reasonable amount for accounting, legal, this clause,there shall be deducted:
clerical and other expenses reasonably necessary for
the preparation of termination settlement proposals 1)AII payments to the Contractor under the
and supporting data; and storage,transportation and terminated portion of this contract;
other costs Incurred, reasonably necessary for the 2)Any claim which the State has against the
presarvallon, protection, or disposition of the Contractor under this or any other contract;
termination Inventory. However, the agreed amount 3)The agreed price for, or the proceeds of sale of,
may not exceed the total contract price as reduced by materials,supplies,or other things acquired by the
(1) the amount of payments previously made and (2) Contractor or sold under the provisions of this
the cuntracl price of work not terminated. The clause and not recovered by or credited to ilia
contract shall he amended, and the Contractor paid State
the agreed amounh k. If the lamination Is partial, the Contractor may file a
f. If the Contractor and the State fall to agree on the proposal with the Department Director or designee for
whole amount to be paid because of the termination an equitable adjustment of ilia prlea(s) of the
of work, the State shall pay Ilia Contractor the continued parllon of the contract. The Department
amounh. determined by the Slate as follows, but Director or designee shall make any equitable
without duplication of any amounts agreed on as set adjustment agreed upon. Any proposal by the
forth above; Contractor for an equitable adjustment Under this
1)Tile contract price for completed supplies or clause shall he requested within 30 days from the
services acceplad by ilia State(or sold or acquired) effective dale of termination unless extended in
not previously paid for, adjusted for any saving of writing by Ilia Department Director or designee.
freight and other charges. I. The State may:
The total of: 1)Under the terms and conditions It prescribes,make
a)The costs Incurred In fire performance of the partial payments and payments against costs
work terminated, including Initial coals and Incurred by the Contractor for the laminated
Revision 5/26/1998 Page 8 of 15
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CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
CONTRACT TERMS AND CONDITIONS
portion of the contract, If the Stale believes Unit 1)The slop work order results In an increase in the
total of these payments will not exceed the amount time required for,or in ilia Contractor's coal
to which the Contractor will be entitled. properly allocable to the performance of any part of
2)If Ilia total payments exceed the amount finally this Contract;and
detemilned to be due, the Contractor shall repay 2)The Contractor asserts its right to an equitable
the excess to the State upon demand,together with adjustment within 30 days attar Ilia end of the
interest computed at the rate established by the period of work stoppage;provided,that If the State
California Treasurer's Pooled Money Inveafrnenl decides the facts Justify the action,the State may
Fund Rate. Interast shall be computed for the receive and act upon a proposal submitted at any
period from the date ilia excess payment Is time before final payment under this contract.
reeeiVed by Ute Contractor to the dale the excess Is e. If a stop work ordar In not canceled and Ilia work
repaid. Interest shall not be charged on any excess covered by the slop work order Is terminated In
payment due to a reduction In ilia Contractor's accordance with ilia provision entitled Termination
termination settlement proposal because of for the Convenience of the State,the State shall allow
retention or other disposition of termination reasonable costs resulting from the stop work order
Inventory until 10 days after the dale of the in arriving at the termination settlemant,
retentlon ar disposition, or a later data determined d. If a stop work order is not canceled and the work
by the State because of the circumstances.
covered by ilia slop work order is terminated for
In. In determining the amount payable to the Contractor default,the Slate shall allow,by equitable adjushment
and notwithstanding any other provision,If it appears or otherwise,reasonable costs resulting from the
that the Contractor would have sustained a loss on stop work order.
the entire contract had It been completed, the Stale e. An appropriate equitable adjustment may be made In
shall allow no profit and shall reduce the settlement
to reflect the Indicated rate of loss, any related centred of the Contractor that provides
rt. Unless otherwise provided In this contract or by for adjustment and Is affected by any stop work order
finder this clause. The State shall not be liable to the
statute, the Contractor shall maintain all records and contractor for loss of profits because of or stop work
documents relating to the terminated portion of Ihl$ order Issued under this clause.
contract for three years attar final settlement. This
includes all books and other evidence bearing on the 47. RENTAL AGREEMENTS
Contractor's coats and expenses Under this Contract. The Stale does not agree to
The Contractor shall make these records and Indemnify a Contractor;
documents available to the State, at the Contractors
office, at all reasonable limes, without any direct Assume responsibility for matters beyond Its
charge. If approved by the State, photographs, control;
mmrophofographs, or other authentic reproductions Agree to make payments in advance;
may be maintained Instead of original records and Accept any other provision creating a contingent
documents. liability against the Stale;or
46. STOP WORK Agree to obtain Insurance to protect the Contractor.
a. The State may,at any time,by written stop work ordar The Stata's responsibility for repairs and liability for
to the Contractor, require the Contractor to stop all, damage or loss is restricted to that made necessary by or
or any part,of the work called for by this contract for resulting from the negligent act or omission of ilia State
a period of 90 days after the stop work order is or Its officers,employees,or agents.
delivered to the Contractor,and for any further period
to which the parties may agree. The stop work order If the keepCont the
maintains the goodequip wornt,king
the Contractor
shall be specifically Identified as such and shall must keep the equipment In good warking order and
Indicate It In Issued under this clause. Upon recelpl make all necessary repairs and adjustments without
of the atop work order, tile Contractor shall qualification. The State may terminate or cease paying
Immediately comply with its terms and take all rent should the Contraclor fall to maintain the equipment
reasonable steps to minimize the Ihourrance of costs properly.
allocable to the work covered by the stop work order Personal property taxes are not generally reimbursed
during ilia period of work stoppage. Within a period when leasing equipment(SAM 8796).
of so days after a stop work order is delivered to ilia FOR CMAS ORDERS WHICH EXCEED $260.000 THE
Contractor, or within any extension of that period to FOLLOWING TERMS AND CONDITIONS APPLY AND ARE
which the parties shall have agreed, the Stale shall ADDITIONAL TO PROVISIONS NUMBERED 1 TO 47.
dither:
1)Cancel Ilia slop work order,or 48, SITE PREPARATION
2)Terminate the work covered by the stop work order a If the equipment to be installed requires special
as provided fur In the termination for default or the environmental considerations, Contractor shall provide
termination for convenience clause of this contract, silo preparation specifications for equipment within a
b. If a stop work order Issued under this clause Is reasonable time upon request by the State. The
canceled or the period of the stop work ceder or any equipment, if mstalloe according to these spedficahons,
shall operate e
extension thereof expires,Ilia Contractor shall efficiently, from en environmental point of
resume work. Tire State shall make an equitable view and properly from a functional point of view.
adjustment In the delivery schedule.Ilia contract b. The Slate may prepare a site plan showing the location of
price,or both,and the contract shall be modified,In each Item of equipment and detailing the associated
writing,accordingly,If: electrical power and environmental control facilities. If
Revision 5/26/1906 Page 9 of 15
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requested,the Contractor will review and comment on the 5)Notwithstanding certification by the Contractor that me
adequacy of the State's plan, and shall he permitted free equipment has been installed and Is ready for use, us
access subject to the security requirements for the site for equipment shall not be deemed Installed within the
this purpose. Alternatively, the Contractor may prepare terms of this Contract Until such installation Is
the site plan, and will be permitted free access to the site confirmed by the State through testing as prescribed In
for lhls purpose. file order or by performance of other suitable tests
a The State shall cause the site to be prepared in mutually agreed to by both parties as being adequate
accordance with the Contractor's written minimurn site for this purpose. If the test Is successfully completed,
and environmental specifications, unless the Contractor the equipment shall he deemed installed and ready for
ties agreed to be responsible for such site preparation,on use as of the dale of the Contractors certification. The
or before the Facility Readiness Date specified In the State shall Immediately begin acceptance testing of the
order. equipment In accordance with the provisions contained
d. Any subsequent alterations or modifications to the site in the order, and shall notify the Contractor In wdfing,
which are directly atulbulable to Incomplete or ertoneou within five(5)working days, that ilia Stale concurs that
specifications provided by the Contractor and which the equipment was Installed, If the equipment fails to
successfullyco the test, tie Contractor shall be
Involve additional expense shall be made at the expanse noticed Immediately
of the failure, with written
of the Contractor, to the extent that such costs would not confirmation to be provided in not more than five (5)
have been incurred had the complete and/or correct working days, Control of the equipment shall
specifications been initially provided, immediately be given to the Contractor. The equipment
e. If any such site alterations as discussed above cause a shall not he deemed to be Installed until the Contractor
delay in the installation, Paragraph 50. Liquidated re•cerUfles such Installation and the above-described
Damages,shall apply. test is successfully completed.
f. Unless mutually agreed to Otherwise, arrangements for 6)Except as otherwise provided In Paragraph 49,a.(7),in
procurement, installation, and maintenance Of the event the Contractor fails to Install Ole equipment
nomm�tactprs communication media (telephone lines, by the Installation Date specified In the order,
modems, etc.) necessary for the remote transmisslon of Paragraph 50,Liquidated Damages,shall apply.
data are the responsibility of the State- In addition, if 7)If the nature of the equipment Is such that the services
requested by die Contractor, the Stale shall provide one of the Contractor are not required for its installation.
telephone, with appropnate coupling devices for the and the Contractor so states in writing and file Stale
transmission of data, for the Contactors use in
installation and maintenance of the equipment Any loll agrees In , the that Such may
iir op services are not
necessary, the Contractor may ship the equipment to
charges resetting from the use of Ibis Instrument 6y the the State site. If the equipment arrives not later than
Contractor in the installation and maintenance of the five (5)working days prior to the Installation Dale, the
equipment will be borne by the Contractor, equipment shall be deemed to have bean installed on
49, INSTALLATION AND DELIVERY DATES or before the Installation Data and no liquidated
a. Equipment(Hardware and Operating Software) damages shall be paid, Irrespective to whether or not
the Stale is successful in installing the equipment
1)Except as otherwise provided In Paragraph 49,a, (7). without Contractor assistance, If this procedure Is
the Contractor*half Install equipment ready for use on used, the Slate shall make every reasonable effort to
or before the Installation Dates specified in the order. install the equipment prior to the Installation Date, and
Time Is hie essence of this agreement shall confirm such Installation In accordance with the
2)Installaton Dates may be changed by mutual consent procedures set forth in Paragraph 49 (5), without
of the Contractor and the Stale by amendment; requiring a cerlifioafian of installation as set forth in
however,consent of the Contractor Is not required i(,at Paragraph 49 (4) by the Contractor. If, however, the
least 90 days prior to the Installation Dale, the Stale Stale is unable to install the equipment, It shall rutty
deters the Installation of any machine, but a new the Contractor that Contractor assistance Is required.
Installation Dale will be established by mutual The Contractor shall then assist In the equipment
agreement, Such unilateral deferment shall not exceed installation and certification that such installation has
180 days,except by mutual agreement. - been accomplished.
3)The Stale shall provide the Contractor access to the b. Software(other than Oporatn Software
slte for(the purpose of installing equipment prior to the
Installation Dale. The Contractor shall specify in writing 1)The Contractor shall provide those programming aids,
the fime required to Install the equipment. program products, and applications listed in the order,
4)Except as otherwise provided In Paragraph 49, a- (7), on of before the Delivery Dates specified in the order,
the Contractor shall determine that the equipment is and shall carbfy to the State that such software has
ready for use, and operates in conformance with the been delivered and Is ready for Stale Use. For
Contractors published spocihca(ions. The Contractor purposes of this Paragraph, "delivered" also means
shall then codify to writing to the State that the received by the Stale, If such software Is mailed by the
equipment Is Installed and ready to be turned over to Contractor.
the operational control of the Stale. The Contractor 2)I1. in the opinion of the Contractor, the services of the
shall also provide to the Stale appropriate Codirector are required to install the software on the
documentaton to support the above cart Heaton, at Stale equipment, "delivery" of the software, for the
which file the Stale will accept control of the purposes of this contract, shall he deemed to Include
equipment for the purpose of validating its Installaton such Installation services.
and performance.
Revision 5/26/1098 Page 10 of 15
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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
Open software by ilia dates specified, Paragraph 50. Stare for Default, In this event, the Contractor shall
Liquidated Damages,shall apply, also be liable for liquidated damages, In the amounts
50. LIQUIDATED DAMAGES specified above until substitute equipment is Installed,
ready for use,or for 160 days from the installation date,
a, General whichever occurs first.
The Installation Dates of the equipment and Hie Delivery c. Other Delivery Dolays Caused by the Contractor
Dates for software set forth in the order have been fixed 1)If the Contractor does not deliver all the programming
so that the utilization of the equipment and software Is aids, program products, and applications listed in the
consistent with the timing schedules of the Sets's order ready for use in substantial accordance with the
programs. if any of the units of equipment, with all Contractor's specifications, on or before ilia Delivery
required operating software, are not Installed wftlun Hie Dates specified in the order, the Contractor shall be
drnas sped0ad in the order, and/or If any of the other liable for liquidated damages In the amounts Specified
software is not delivered to the State within the time Ilmits in the order, In lieu of all other damages for such
specllled in the order, the delay will interfere with the nondelivery. Liquidated damages shall accrue for each
proper Implementation Of the Slate's programs,to Hie loss calendar day between the Delivery Date specified and
and damage of the Slate. From the nature of ilia case,It the actual dale of the delivery of such software or for
would be Impracticable and extremely difficult to fix the 180 days,whichever occurs first If the Contractor fails
actual damages sustained In the event of any such delay. to provide the software listed in the order by the
The State and Contractor, therefore, presume that in the specified Delivery Date, but provides suitable
event of any such delay the amount of damage which will substitution of software acceptable to ilia Stale,
he sustained from a delay will be the amounts set forth In liquidated damages shall not apply to listed software for
the order, and the State and the Contractor agree that in which substituted software is provided.
the event of any such delay,the Contractor shall pay such
amounts as liquidated damages and not as a penalty. 2) If the State Is unable to use the equipment on the
Simllady,a unilateral deferment by Hie State of equipment installation date because Contractor failed to deliver the
Installation wlHwut appropriate notice or a delay In software listed In die order by the delivery date
readying the facility interferes with the installation specified In the order, and Contractor does not fumish
Schedule under which the Contractor Is he in tal thus suitable substitute software acceptable to Hie State.
liquidated damages for equipment noninstallaton as
resulting In damages to the Contractor. The Slate and specified in Paragraph 60, b. (1), shall be paid to the
Contactor presume that in the event of such delay, Hie Stale in lieu of damages for software nondelivery as
amount of damage which will be sustained mIl be the specified in Paragraph 50, c. (1). Such liquidated
amount set forth In the order, and they agree that In the damages shall apply until the State uses the equipment
event of such a delay, the State will pay such amount as or until Contractor provides,the programnung aids of
liquidated damages and not as a penally, Amounts due applications which would render the equipment usable,
the State as liquidated damages may be deducted by the whichever occurs first, but not for more than 180
State from any money payable to the Contractor. The
Stale shall notify the Contractor in writing of any claim for calendar days.
liquidated damages pursuant to this paragraph on or d. Installation or Delivery Delays Caused by the Stale
before the dale Slate deducts such sums from money 1)In the event the equipment cannot be Installed because
payable to the Contractor, the Stale has failed to prepare file facility by the Facility
b. Egwpment Installation Delays Caused by the Contractor Readiness Date specified In the order, the State shall
1)If the Contractor does not Install the equipment, he liable for fixed liquidated damages specified In the
(designated by the Conuaclors type and model order for each day between the Facility Readiness Date
number), and special features included with the specified in the order and the actual readiness date,but
not to exceed 180 calendar days, in lieu of all other
equipment (or or suitable substitutes with
ail acceptable to the damages for such delay.
Stale), ready far use Wllh all appropriate operating
software, all as listed in the order, on or before the 2)In the event a change directed by the State requires a
Installation Dale(s)specified in the order,or In the case later installation date of certain equipment and the
of the equipment delivered to the State in time for State State has failed to notify the Contractor of Ilia delay at
Installation, the Convector shall be liable for fixed least 60 days prior to the original Installation Date, the
liquidated damages specified in the order, in lieu of all State shall be liable, in lieu of all other damages, for
other damages for such noninstallallon. Liquidated liquidated damages as specified in Paragraph 50, d.
damages Shall aceme for each calendar day between (1),for each day between the original Installation Date
the Installation Date specified in the order and the date and die new Installation Dale, but riot to exceed 180
Hie equipment is certified ready for use or 180 calendar calendar days.
days,whichever occurs first, 3)The State shall not be Ilable for liquidated damages
2)If some,but not all of the machines are installed,ready under bolt Paragraph 50,d.(1)and d.(2)above during
for use. during a period of timewhen I Hie same period of time with respect to the saute
liquidated
damages are applieabla, and the State
any
ale uses any suGi equipment.
installed machines, liquidated damages shall not 51. ACCEPTANCE TESTING FOR EQUIPMENT fincludlna
accrue against the machines used for any calendar day Operating Software)
the machines are so used.
a. Acceptance testing Is Intended to ensure Ural the
3)b cilia delay Is more than UhCo Contractor,
calendar days,then equipment acquired operates in substantial accord with
by written notice to the C tracto t the 1.ale may the Contractor's technical specificalons, Is adequate to
terminate the right q the Contractor to install,and may perform as warranted by the Contractor,and evidences a
obtain substitute equipment, m accordance wtHi the
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satisfactory level of performance reliability, prior to Its improved versions (new releases) of this software, any
accaptanc,l by the Slate. If the equipment to be Installed such software which has been altered (modified) by the
includes operating software as listed in the order, such Contractor to satisfy Slate requirements, and any
operating software shall be present for the acceptance substitute software provided by the Contractor in lieu
test unless substitute operating software acceptable to the thereof, unless the order provides otherwise. The
State is provided. Acceptance testing may he required as purpose of the acceptance lest Is to ensure Thal the
specified in the order for all newly Installed technology software operates In substantial accord with the
systems, subsystems, and Individual equipment, and Contractor's technical specifications and meets the State's
machines which are added or field modified (modification performance specifications. The procedures for the
of a machine from one model to another) after a accomplishment of such tests are contained In the order.
successful performance period. b. When software has been provided and certified In
b, In accordance Willi Paragraph.49, a. (4), Installation and accordance with Paragraph 49, Installation and Delivery
Delivery Dales,the Contractor shall cenlfy In Writing to the Dates, b. (1), the State shall begin acceptance testing on
Stale when equipment is Installed and ready for use, at the first State workday following such certification, as
which time operational control becomes the responsibility specified In the order,
of the State. Acceptance testing (as specified in the c. If successful completion of the acceptance lest Is not
order) shall commence on the first State workday attained Within ninety(90)consecutive days after the start
following certification. and shall end when the equipment of the acceptance testing, the State shall have the option
has met the standard of performance (performance to request substitute sottware, Wheel that Parton of the
crilarl as provided in the order for a period of 30 contract which relates to the unaccepted software, or
consecutive days. Operation of tha equipment to confirm continue the acceptance tests. The State's option shall
Its Inetallalion, as provided in Paragraph 49. a. (5), remain In effect until such time as the tests ara
(nstallallon and Delivery Oates, shall be considered to be successfully performed, or 180 days after certification,
a part of the acceptance lest. whichever occurs first. If the acceptance tests have not
c. In the event the equipment does not meet the standard of been successfully performed prior to die expiration of 180
performance during the inlfial 30 consecutive calendar days, that portion of the contract which relates to the
days,the acceptance tests shall continue on a daydo-day, unaccepted software shall be canceled, unless both
basis until the standards of performance are met for 30 parties agree to the continuation of the tests or to the
consecutive days. delivery of substitute software. If the unaccepted software
d. If the equipment does not meet the standards of (or its functional equivalent) Is crucial to the
performance within ninety (90)consecutive days after the accomplishment of the work for which the equipment was
start of the acceptance testing, the Stale shall have the acquired, and Is so identified In the order, the State shall
option to request replacement equipment, extend the have the option of terminating the entire contract In
performance period or terminate the Order (or portions accordance with Paragraph Sri, Rights and Remedies of
thereof) and seek relief as provided by Paragraph 55, Stale for Default.
Rights and Rernedles of State for Default, The Stale's d, Unless otherwise provided In the order,software shall not
option shall remain in effect unit such time as the be accepted by the Slate and no charges associated with
equipment meets the performance criteria, or 180 such software shall be paid by the Stale untl the software
consecutive days after the start of the acceptance testing, has satisfactorily completed the acceptance tests,
whichever occurs first. If the equipment has not met the e. Immediately upon successful completion of the
standards of performance by 180 days after Installation, acceptance testing,time State shall notify the Contractor in
the contract shall be canceled or the defective equipment writing of the acceptance of time software and authorize
deleted from the contract and the provisions of Paragraph appropriate payment. The State shall maintain adequate
56,Rights and Remedies of State for Default shall apply, records to satisfy the requirements of acceptance lesfing.
e At the request of the Contractor, the Slate shall make 53, CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS
available not only the failed equipment, but also those OR DAMAGE TO PROPERTY
machines which must be utilized by We Contactor to
identify the cause of failure and to accomplish(he repair. a. The Contractor shall be liable for damages arising out of
Injury to the person and/or damage to the property of the
L Equipment shall now beaccepteduequipment
by the Slate and no State, employees of the State,persons designated by the
charges auntil the with such equipment shall ei paid by State for training,or any other person(s)other than agents
the Stela unlit the ts. In equipment has satisfactorilyfequireicompleter, or employees of die Contractor, designated by the State
the acceptance weds. In addition,if required in Ito order, for any purpose, Prior to, during, or subsequent to
no charges shall be paid i n if speeffled Contractor- delivery, Installation, acceptance, and use of the
supplied software has been accepted by the Slate. equipment either at the Contractors site or at the State's
g. Immediately upon successful completion of the place of business,provided that the Injury or damage was
acceptance tests, the State shall notify the Contactor In caused by the fault or negligence of the Contractor.
writing of acceptance of the equipment and aufia,Hze b. Contractor shall not be liable for damages arising out of or
appropriate payment. The Slate shall ma rnaln adequate caused by an alteration or an attachment not made or
daily records to satisfy the requirements of acceptance installed by the Contractor, or for damage to alteratons or
testing. Increments a( time shall be measured In hours attachments that may result train the normal operation
and whole minutes. and maintenance of the Contractors equipment.
52. ACCEPTANCE TESTING FOR SOFTWARE (other than 54. ENGINEERING CHANGES
Operating Software)
a. Accaptance, testing may be required as specified In the Engineering changes, determined applicable by Contractor,
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,
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CONTRACT TERMS AND CONDITIONS
mandatory changes, as determined by Contractor, Installed Title to each machine will be transferred to the State when its
on machines so designated. A written notice of this election purchase price,taxes,and associated Interest charges,If any,
must be provided to the Contractor for written confirmation. are paid. Title to a special feature installed on a machine and
There shall be no charge for engineering changes made. Any for which only a single Installation charge was paid shall pass
Contractor-Inifiated change shall be installed at a time to the Slate at no additional charge, together with live to the
mutually agreeable to the State and the Contractor. machine on which it was Installed.
Contractor reserves the right to change, at its then current 59 WAIVER OF BREACH
time and material rates, for additional service time and
materials required due to noninstallafion of applicable No term or provision of this conhacl shall be deemed waived
engineering changes after Contractor has made a reasonable and no breach excused, unless such waiver or consent shall
effort to secure time to Install such changes. be In writing and signed by an individual authorized to so
55. _CONNECTION POINTS FOR CENTRAL PROCESSQR waive or consent. Any consent by either parry to, or waiver
EVALUATION EQUIPMENT of, a breach by the other, whether express or Implied, shall
not consvtute a consent to,waiver of,or excuse for,any other
If requested by the Slate,the Contractor agrees to identify,on breach or subsequent breach, except as may be expressly
all items of equipment supplied under this contract, all provided in the waiver or consent.
appropriate lest points for connecting one of lie commercially 60. CONFLICT WITH EXISTING LAW
available hardware monitors designed to measure system
activity. The Contractor and the State agree that If any provision of
this contract is found to be Illegal or Unenforceable,such term
58, RIGHTS AND REMEDIES OF STATE FOR DEFAULT or provision shall be deemed stricken and the remainder of
a. In the event any equipment,software,or service furnished die contract shall remain in full farce antl effect- Eh her party
by the Contractor in the performance of this contract Moving knowledge of such term or provision shall promptly
should fail to conform 10 the specivcaeons therefore, file inform the other of the presumed non-applicablllty of such
Stale may reject Ole same,and it shall thereupon become provision. Should the offending provision go to the heart of
the duty of the Contractor to reclaim and remove the the contract, the contract shall be terminated In a manner
same forthwith, without expense to the State, and commensurate with Ole interests of both parties, to rime
Immediately to replace all such rejected equipment, maximum extent reasonable,
software, or service with others conforming to such 61. LIMITATION OF ACTIONS
specifications; provided that should the Contractor rail,
neglect or refuse to do so Ole Stale shall thereupon have No action, regardless of form, ansing out of this contact may
ilia right to purchase in the open market,in Ileu thereof,a be brought by either party more than two years after the
corresponding quantity of any such equipment, software, cause of action has arisen, or in the case of nonpayment,
or service and to deduct from any monies duo or that may more than two years from the date of the last payment,except
thereafter become due to the Contractor the difference where either party (within two years after a cause of action
between the price named in this contract and the actual has arisen) provides the other party In writing a notice of a
cost thereof to the State. potential cause of action, disclosing all material facts then
known by the notifying parry concerning such cause of actor,
d Is, the event the Contractor shall fail to make prompt then the nolifying party may bring an action based on the
delivery as specified oft any equipment, sgflware, or matter so disclosed at any time prior to tine expiration of four
service. Ole settle cor idons as to the rights of the State years from Ole time the cause of action arose.
to purchase in the open market and to reimbursement set
forth above shall apply, except as otherwise provided in DEFINITIONS
Paragraph 38,Force Maleura. (from STATE MODEL PURCHASE CONTRACT 2/86)
c. In the event of the cancellation of this contract either in a. Data Processing System (System Tire total complement
whole or in part,by reason of the default or breach thereof of Contraclor•fumished machines,including one or more
by the Contractor, any loss or damage sustained by the central processors (or chiinsnes,in processors) and
Slate in procuring any equipment. software a service operating software, which are acquired to operate as an
which the Contractor therein agreed to supply shall be Integrated group.
home and paid for by the Contractor,
it. The lightsb. Data Processing Subsystem-A complement of
and remedies of the Slate provided shove shall Contractor-furnished individual machines, Including the
not be exclusive and are In addition to any other rights necessary controlling elements (or the functional
and remedies provided by law or under the contract. equivalent) and operating software, if any, which ore
57. CONTRACTOR'S POWER AND AUTHORITY acquired to operate as an integrated group, and which
The Contractor warrants that It has full power and authority to are Interconnected entirely by Combector-suppllod power
granted and will hold the State and/or signal cables; e.g„ direct access condoner and
grant the nights herein drives,a cluster of terminals with their conlrollar,etc.
hereunder harmless ham and against any loss, cost, liability,
and expense (Including reasonable attorney fees) arising out c. Machlne-An individual unit of a data processing system
of any breach of this warranty. Furti Contractor avers that or subsystem, separately identified by a type and/or
it will not enter Into any arrangement with any third parry model number, comprised of but not limited to
which might abridge any rights of the Slate tinder this mechanical, etecfio•mechanical, and electronic parts,
contracl. microcode, and special features installed thereon and
Including any necessary software; e.g., central
58. TITLE TO EQUIPMENT processing unit, memory module, tape unit, card reader,
Unless otherwise speofled In fire order or financing plan, tlOe etc-
to the equipment shall remain In ilia Contractor and assigns,if d. EgWIp onl-An all4ndusive term which refers either to
any, until such time as the foil purchase prices, applicable individual machines or to a complete data processing
taxes and interest charges, if any,are paid to the Contractor,
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CONTRACT TERMS AND CONDITIONS
system or subsystem, including its operating software (if original equipment manufacturer and which Is not
any). Connected by die Contractor,
e. Equipment Failure-A malfunction In the equipment, r. Software—An all-inclusive term which refers to any
excluding all external factors, which prevents the computer programs, routines,or subroutlnes supplied by
occornplishrnenl of the equipment's intended fur ction(s). the Contractor, Including operating software,
It microcode or operating software, residing In the programming aids, appllcatiep programs, and program
equipment, Is necessary for the proper operation of the products.
equipment, a failure of such microcode or operating s. Operating Software—Those routnes, whether or not
software which prevents the accomplishment of die Identified as program products, that reside in the
equipment's intended functions shall be deemed to be equipment and are required for the equipment to perform
an equipment failure. Its intended functon(s),and which interface Ilia operator,
f. Operation Use Time-For performance measurement other Contractor-supplied programs, and user programs
purposes, that time during which equipment Is In actual to the equipment.
operation by the Stale. I. Programming Aids—Contractor-supplied programs and
g. Preventive Maimanance—Thal maintenance, performed routines executable on the Contractor's equipment which
on a scheduled basis by the Contractor, which is assists a programmer in the development of applications
designed to keep the equipment in proper operating including language processors, sorts, communications
condition. modules, data base management systems, and utility
h. Remedial Malnlenanoe—That maintenance performed routines, (tape-to-disk routines, disk-to print routines,
by the Contractor which results from equipment etc.).
(including operating software) failure, and which Is u. Application Program—A computer program which is
performed as required;i,a.,on an unscheduled basis. intended to be executed on the Contractor's equipment
i. Principal Period of Maintenance—Any nine consecutive for the purpose of performing useful work for the user of
hours per day (usually between the hours of 7;00 a.m. the information being processed. Application programs
and 6;00 p.m.) as selected by the State, including an are usually developed or Otherwise acquired by the user
official most period not to exceed one hour. Monday of the hardware/soflware system, but they may be
through Friday, excluding holidays observed at the supplied by the Contractor.
installation, v. Program Product—Programs, routines,subroutines, and
1. Period of Maintenance Coverage—The period of Irma, related items which are proprietary to the Contractor and
as selected by the Slate, during which maintenance which are licensed to the State for its use,usually on the
services are provided by die Contractor for a fixed basis of separately stated charges and appropriate
monthly charge, as opposed to an hourly charge for contractual provisions-
services rendered. The Period of Maintenance w. Software Fadum—A malfunction in the Contactor-
Coverage consists of the Principal Period of supplied Software, other dean operating software, which
Maintenance and any additional hours of coverage per prevents the accomplishment of work, even though the
day, and/or increased coverage for weekends and equipment(Including Its operating software)may still be
holidays. capable of operating property. For operating software
k. Maintenance Diagnostic Routines—The diagnostic failure,see dafinidon of equipment failure.
programs customarily used by the Contractor to lest x. Information Technology Services—.Are defined as
equipment fur proper functioning and reliabllity, services performed directly on or pertaining to
1. Facility Readiness Date—The data specited in (tie aleotronlc data processing and telecommunications
contract by which the State must have Die site prepared hardware, firmware,and software Including,but not
and available for equipment delivery and installation. limited to, computerized and auxiliary automated
Information handling, system design and analysis,
m. Installation Oate—The dale specified In the contract by
which the Contractor must have the ordered equipment data o" storageon,
computer programming,
ready(certified)for use by the State, comm nice storage and requiretrisite
al, voice,system
video, data
communications, raquislb system Controls,
n. Performance Penod—A period of time during which the simulation, maintenance and repair, software
State, by appropriate tests and production runs, licensing, and training. Also Included are services
evaluates the performance of newly Installed equipment of an advisory nature requiring a racemmonded
and software prior to its acceptance by the State. course of action or personal expertise as It pertains
o. Acceptance Tests-Those tests performed during the to an Information technology project, and
Padomhance Period as listed In the purchase order Information technology support functions.
which are intended to determine complionca of
equipment and software with Contractor's published
specilicadons and to determine the reliability of the
equipment.
P. Machine Alterabon-Any Change to a Contactor-supplied
machine which Is not made by the Contractor,and which
results In the machine deviating from Its physical,
mechanical, electrical, or electronic (Including
miomcode)design, whether or not additional devices or
pans are employed In making such change.
q. Abachmeni-The mechanical. electrical, or electronlc
Interconnection to the Contractor-supplied machine or
system of equipment manufactured by other than the
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