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CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
<br />TERMS AND CONDITIONS
<br />GENERAL PROVISIONS
<br />29. Invoices
<br />Unless otherwise specified, invoices shall be sent to the address
<br />set forth in the purchase order. Invoices shall be submitted in
<br />triplicate and shall include the contract number; release order
<br />number (if applicable): item number; unit price, extended item
<br />price and invoice total amount. State sales tax and /or use tax
<br />shall be itemized separately and added to each invoice as
<br />applicable.
<br />30. Required Payment Date
<br />Payment will be made in accordance with the provisions of the
<br />California Prompt Payment Act, Government Code Section 927
<br />et. seq. Unless expressly exempted by statute, the Act requires
<br />state agencies to pay property submitted, undisputed invoices not
<br />more than 4S days after (i) the date of acceptance of goods or
<br />performance of services; or (ii) receipt of an undisputed invoice,
<br />whichever is later.
<br />31. Taxes
<br />Unless otherwise required by law, the Sate of California is
<br />exempt from Federal excise axes. The Sate will only pay for
<br />any State or local sales or use taxes on the services rendered or
<br />goods supplied to the Sate pursuant to this contract.
<br />32. Newly Manufactured Goods
<br />All goods furnished under this contract shall be newly
<br />manufactured goods; used or reconditioned goods are prohibited,
<br />unless otherwise specified.
<br />33. Contract Modification
<br />No amendment or variation of the terms of this contract shall be
<br />valid unless made in writing, and approved as required. No oral
<br />understanding or agreement not incorporated in the contract is
<br />binding on any of the parties.
<br />34. Confidentiality of Data
<br />All financial, statistical, personal, technical and other data and
<br />information relating to the State's operation which are designated
<br />confidential by the Sate and made available to the contractor in
<br />order to carry out this contract, or which become available to the
<br />contractor in carrying out this contract, shall be protected by the
<br />contractor from unauthorized use and disclosure through the
<br />observance of the same or more effective procedural
<br />requirements as are applicable to the State. The identification of
<br />all such confidential data and information as well as the State's
<br />procedural requirements for protection of such data and
<br />information from unauthorized use and disclosure shall be
<br />provided by the State in writing to the contractor. If the methods
<br />and procedures employed by the contractor for the protection of
<br />the contractor's data and information are deemed by the State to
<br />be adequate for the protection of the State's confidential
<br />information, such methods and procedures may be used, with the
<br />written consent of the State, to carry out the intent of this
<br />oaragraph. The contractor shall not be required under the
<br />provisions of this paragraph to keep confidential any data or
<br />information which is or becomes publicly available, is already
<br />rightfully in the contractor's possession, is independently
<br />developec by the contractor outside the scope of this contract, or
<br />is rightfully obtained from third parties.
<br />February 2001
<br />35. News Releases
<br />Unless otherwise exempted, news releases pertaining to this
<br />contract shall not be made without prior written approval of the
<br />Department of General Services.
<br />36. Patent, Copyright and Trade Secret Indemnity
<br />a) Contractor shall hold the State of California, its officers,
<br />agents and employees, harmless from liability of any nature
<br />or kind, including costs and expenses, for infringement or
<br />use of any copyrighted or uncopyrighted composition, secret
<br />process, patented or unpatented invention, article or
<br />appliance furnished or used in connection with the contract.
<br />b) Contractor may be required to furnish a bond to the State
<br />against any and all loss, damage, costs, expenses, claims,
<br />and liability for patent, copyright, and trade secret
<br />infringement.
<br />C) Contractor, at its own expense, shall defend any action
<br />brought against the State to the extent that such action is
<br />based upon a claim that the goods or software supplied by
<br />the contractor or the operation of such goods pursuant to a
<br />current version of contractor supplied operating software
<br />infringes a United States patent or copyright or violates a
<br />trade secret. The contractor shall pay those costs and
<br />damages finally awarded against the State in any such
<br />action. Such defense and payment shall be conditioned on
<br />the following:
<br />i) That the contractor shall be notified within a reasonable
<br />time in writing by the State of any notice of such claim;
<br />and,
<br />iii) That the contractor shall have the sole control of the
<br />defense of any action on such claim and all
<br />negotiations for its settlement or compromise,
<br />provided, however, that when principles of
<br />government or public law are involved, the State
<br />shall have the option to participate in such action
<br />at its own expense.
<br />C) Should the goods or software, or the operation thereof,
<br />become, or in the contractor's opinion are likely to become,
<br />the subject of a claim of infringement of a United Sales
<br />patent or copyright or a trade secret, the Sate shall permit
<br />the contractor at its option and expense either to procure for
<br />the State the right to continue using the goods or software,
<br />or to replace or modify the same so that they become
<br />non - infringing. If none of these options an reasonably be
<br />taken, or if the use of such goods or software by the Sate
<br />shall be prevented by injunction, the contractor agrees to
<br />take back such goods or software and make every
<br />reasonable effort to assist the State in procuring substitute
<br />goods or software. If, in the sole opinion of the State, the
<br />return of such infringing goods or software makes the
<br />retention of other goods or software acquired from the
<br />contractor under this contract impractical, the State shall
<br />then have the option of terminating such contracts, or
<br />apolicable portions thereof, without penalty or termination
<br />charge. The contractor agrees to take back such goods or
<br />software and refuna any sums the State has paid contractor
<br />less any reasonable amount for use or damage.
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