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CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
<br />TERMS AND CONDITIONS
<br />GENERAL PROVISIONS
<br />b) The State's right to terminate the purchase order under
<br />subparagraph (a)(ii) and (a)(iii) above, may be exercised if
<br />the contractor does not cure such failure within the time
<br />frame stated in the cure notice issued by the buyer.
<br />c) If the State terminates the purchase order in whole or in part,
<br />it may acquire, under the terms and in he manner the buyer
<br />considers appropriate, goods or services similar to those
<br />terminated, and the contractor will be liable to the State for
<br />any excess costs for those goods or services. However, the
<br />contractor shall continue the work not terminated.
<br />d) If the purchase order is terminated for default, the State may
<br />require the contractor to transfer title and deliver to the
<br />State, as directed by the buyer, any:
<br />i) Completed goods, and
<br />ii) Partially completed goods and materials, parts, tools,
<br />dies, jigs, fixtures, plans, drawings, information,
<br />and contract rights (collectively referred to as
<br />"manufacturing materials" in this clause) that the
<br />contractor has specifically produced or acquired
<br />for the terminated portion of the purchase order.
<br />Upon direction of the buyer, the contractor shall
<br />also protect and preserve property in its
<br />possession in which the Sate has an interest.
<br />e) The State shall pay contract price for completed goods
<br />delivered and accepted. The contractor and buyer shall
<br />agree on the amount of payment for manufacturing materials
<br />delivered and accepted for the protection and preservation of
<br />the property. Failure to agree will be a dispute under the
<br />Disoutes clause. The State may withhold from these
<br />amounts any sum the buyer determines to be necessary to
<br />protect the State against loss because of outstanding liens
<br />or claims of former lien holders.
<br />f) The rights and remedies of the State in this clause are in
<br />addition to any other rights and remedies provided by law or
<br />under this contract.
<br />25. Force Majeure
<br />Except for defaults of subcontractors at any tier, the contractor
<br />shall not be liable for any excess costs if the failure to perform the
<br />contract arises from causes beyond the control and without the
<br />fault or negligence of the contractor. Examples of such causes
<br />include. but are not limited to:
<br />a) Acts of God or of the public enemy, and
<br />b) Acts of the federal or state government in either its
<br />sovereign or contractual capacity.
<br />If the failure to perform is caused by the default of a subcontractor
<br />at any tier, and if the cause of the default is beyond the control of
<br />both the contractor and subcontractor, and without the fault or
<br />negligence of either, the contractor shall not be liable for any
<br />excess costs for failure to perform, unless the subcontracted
<br />goods or services were obtainable from other sources In sufficient
<br />time for the contractor to meet the required delivery schedule.
<br />February 2001
<br />26. Rights and Remedies of State for Default
<br />a) In the event any goods furnished or services provided by the
<br />contractor in the performance of the contract should fail to
<br />conform to the requirements herein, or to the sample
<br />submitted by the contractor, the State may reject the same,
<br />and it shall become the duty of the contractor to reclaim and
<br />remove the item promptly or to correct the performance of
<br />services, without expense to the State, and immediately
<br />replace all such rejected items with others conforming to the
<br />contract.
<br />b) In addition to any other rights and remedies the State may
<br />have, the Sate may require contractor, at contractor's
<br />expense, to ship goods via air freight or expedited routing to
<br />avoid or minimize actual or potential delay if the delay is the
<br />fault of the contractor.
<br />c) In the event of the termination of the contract, either in whole
<br />or in part, by reason of default or breach by the contractor,
<br />any loss or damage sustained by the State in procuring any
<br />items which the contractor agreed to supply shall be bome
<br />and paid for by the contractor.
<br />d) The State reserves the right to offset the reasonable cost of
<br />all damages caused to the State against any outstanding
<br />invoices or amounts owed to contractor or to make a claim
<br />against the contractor therefore.
<br />27. Contractor's Liability for Injury to Persons or Damage to
<br />Property
<br />a) The contractor shall be liable for damages arising out of
<br />injury to the person and /or damage to the property of the
<br />State, employees of the State, persons designated by he
<br />State for training, or any other person(s) other than agents
<br />or employees of the contractor, designated by the Sate for
<br />any purpose, prior to, during, or subsequent to delivery,
<br />installation, acceptance, and use of the goods either at the
<br />contractor's site or at the State's place of business, provided
<br />that the injury or damage was caused by the fault or
<br />negligence of the contractor.
<br />b) Contractor shall not be liable for damages arising out of or
<br />caused by an alteration or an attachment not made or
<br />installed by the contractor, or for damage to alterations or
<br />attachments that may result from the normal operation and
<br />maintenance of the goods provided by the contractor during
<br />he contract.
<br />28. Indemnification
<br />Contractor agrees to indemnify, defend and save harmless the
<br />State. its officers, agents and employees from any and all claims
<br />and losses accruing or resulting to any and all contractors,
<br />subcontractors, suppliers, laborers and any other person, firm. or
<br />corporation furnishing or supplying work, services, materials or
<br />supplies in connection Nith the performance of this contract, and
<br />from any and all claims and losses accruing or resulting to any
<br />person, Firm or corporation which may be injured or damaged by
<br />contractor in the performance of this contract.
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