BENTLEY SYSTEMS INC. - 2003 - Laserfiche WebLink

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CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) TERMS AND CONDITIONS GENERAL PROVISIONS 1. Definitions 6. Applicable Law The following terms shall be given the meaning shown, unless This contract shall be governed by and shall be interpreted in context requires otherwise or a unique meaning is otherwise accordance with the laws of the State of California; venue of any specified. action brought with regard to this contract shall be in Sacramento County, Sacramento. California. The United Nations Convention a) "Business entity" means any individual, business, on Contracts for the International Sale of Goods shall not apply to partnership, joint venture, corporation, S- corporation, limited this contract. liability corporation, limited liability partnership, sole proprietorship, joint stock company, consortium, or other 7. Compliance with Statutes and Regulations private legal entity recognized by statute. b) "Buyer" means the State's authorized contracting official. c) "Contract" means the purchase order, contract and /or agreement, by whatever name known or in whatever format used. d) "Contractor" means the business entity with which the State enters into a contract. Contractor shall be synonymous with "supplier, "'Yer or other similar tens. e) "Goods' means all types Of tangible personal property, inciuding but not limited to materials, supplies. equipment ( "commodities "), and information and telecommunication technology. r) "State" means the State of California, its employees and authorized representatives. 2. CMAS Payee Data Record Each contractor doing business with the State of California must indicate their residency status along with their vendor identification number. Contractors are required to provide a completed Payee Data Record, Std. 206, to the DGS Procurement Division before entering into this contract. 3. Complete Integration This contract, including any documents incorporated herein by express reference, is intended to be a complete integration and there are no prior or contemporaneous different or additional agreements pertaining to the subject matter of the contract. 6. Severability The contractor and the State agree that if any provision of this contract is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the contract shall remain in full force and effect. Either party having knowledge of such term or provision shall promptly inform the other of the presumed non- applicability of such provision. 5. Independent Contractor Contractor and the agents and employees of contractor, in the Performance of this contract. shall act in an independent capacity and not as officers or emoloyees or agents of the State. February 2001 a) Contractor warrants and certifies that in the performance of this contract. it will comply with all applicable statutes, rules, regulations and orders of the United States and the State of California and agrees to indemnify the State against any loss, cost, damage or liability by reason of contractor's violation of this provision. b) If this contract is in excess of $500,000, it is subject to the requirements of the World Trade Organization (WTO) Government Procurement Agreement (GPA). 8. Contractor's Power and Authority The contractor warrants that it has full power and authority to grant the rights herein granted and will hold the State harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State under this contract. 9. CMAS Assignment This contract shall not be assignable by the contractor in whole or in part without the written consent of the State. For the purpose of this paragraph, State will not unreasonably prohibit contractor from freely assigning its right to payment, provided that contractor remains responsible for its obligations hereunder. Should the State desire financing of the assets provided hereunder through GS SMart, the States financial marketplace, the contractor agrees to assign to a State - designated lender its right to receive payment from the State for the assets in exchange for payment by the lender of the cash purchase price for the assets. Upon notice to do so from the State - designated lender at any time prior to payment by the State for the assets, the contactor will execute and deliver to the State - designated lender an assignment agreement and any additional documents necessary for the State selected financing plan. The State - designated lender will pay the contractor according to the terms of the contractor's invoice upon acceptance of the assets by the State. 10. Waiver of Rights Any action or inaction by the State or the failure of the State on any occasion, to enforce any right or provision of the contract, shall not be construed to be a waiver by the State of its rights 'hereunder and snail not prevent the State from enforcing Such provision or right on any future occasion. The rights and remedies of the State herein are cumulative and are in addition to any other rights or remedies that the State may have at law or in equity.