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CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
<br />TERMS AND CONDITIONS
<br />GENERAL PROVISIONS
<br />e) The contractor shall have no liability to the State under any
<br />provision of this clause with respect to any claim of patent,
<br />copyright, or trade secret infringement that is based upon:
<br />i) The combination or utilization of goods furnished
<br />hereunder with equipment or devices not made or
<br />furnished by the contractor; or,
<br />ii) The operation of equipment furnished by the contractor
<br />under the control of any operating software other than,
<br />or in addition to, the current version of
<br />contractor- supplied operating software: or
<br />iii) The modification by the State of the equipment
<br />furnished hereunder or of the software; or
<br />iv) The combination or utilization of software furnished
<br />hereunder with non - contractor supplied software.
<br />e) Contractor certifies that it has appropriate systems and
<br />controls in place to ensure that state funds will not be used
<br />in the performance of this contract for the acquisition,
<br />operation or maintenance of computer software in violation
<br />of copyright laws.
<br />g) The foregoing states the entire liability of the contractor to
<br />the State with respect to infringement of patents, copyrights
<br />or trade secrets.
<br />37. Examination and Audit
<br />Contractor agrees that the State or its designated representative
<br />shall have the right to review and copy any records and
<br />supporting documentation pertaining to performance of this
<br />contract. Contractor agrees to maintain such records for possible
<br />audit for a minimum of three (3) years after final payment, unless
<br />a longer period of record retention is stipulated. Contractor
<br />agrees to allow the auditor(s) access to such records during
<br />normal business hours and to allow interviews of any employees
<br />or others who might reasonably have information related to such
<br />recoras. Further, contractor agrees to include a similar right of
<br />the State to audit records and interview start in any subcontract
<br />related to performance of this contract.
<br />38. Disputes
<br />a) The parties shall deal in good faith and attempt to resolve
<br />potential disputes informally. If the dispute persists,
<br />contractor shall submit to the Department Director or
<br />designee a written demand for a final decision regarding the
<br />disposition of any dispute between the parties arising under,
<br />related to or involving this contract, unless the State, on its
<br />own initiative, has already rendered such a final decision.
<br />Contractor's written demand shall be fully supported by
<br />factual information, and if such demand involves a cost
<br />adjustment to the contract. contractor shall include with the
<br />demand a written statement signed by an authorized person
<br />indicating that the demand is made in good faith, that the
<br />supporting data are accurate and complete and that the
<br />amount requested accurately reflects the contract
<br />adjustment for which contractor believes the State is liable. If
<br />the contractor is not satisfied with the decision of the
<br />Department Director or designee, the contractor may appeal
<br />the decision to the Department of General Services, Deputy
<br />Director, Procurement Division. In the event that this
<br />contract is for information technology goods and/or services,
<br />the decision may be apoealed to an Executive Committee of
<br />State and contractor personnel.
<br />February 2001
<br />b) Pending the final resolution of any dispute arising under,
<br />related to or involving this contract, contractor agrees to
<br />diligently proceed with the performance of this contract,
<br />including the delivery of goods or providing of services in
<br />accordance with the State's instructions. Contractor's failure
<br />to diligently proceed in accordance with the State's
<br />instructions shall be considered a material breach of this
<br />contract.
<br />c) Any final decision of the State shall be expressly identified
<br />as such, shall be in writing, and shall be signed by the
<br />Department Director or designee or Deputy Director,
<br />Procurement Division if an appeal was made. If the State
<br />fails to render a final decision within 90 days after receipt of
<br />contractor's demand, it shall be deemed a final decision
<br />adverse to contractor's contentions. The State's final
<br />decision shall be conclusive and binding regarding the
<br />dispute unless contractor commences an action in a court of
<br />competent jurisdiction to contest such decision within 90
<br />days following the date of the final decision or one (1) year
<br />following the accrual of the cause of action, whichever is
<br />later.
<br />39. Stop Work
<br />a) The State may, at any time, by written Stop Work Order to
<br />the contractor, require the contractor to stop all, or any part,
<br />of the work called for by this contract for a period up to 90
<br />days after the Stop Work Order is delivered to the
<br />contractor, and for any further period to which the parties
<br />may agree. The Stop Work Order shall be specifically
<br />identified as such and shall indicate it is issued under this
<br />clause. Upon receipt of the Stop Work Order, the contractor
<br />shall immediately comply with its terms and take all
<br />reasonable steps to minimize the incurrence of costs
<br />allocable to the work covered by the Stop Work Order during
<br />the period of work stoppage. Within a period of 90 days
<br />after a Stop Work Order is delivered to the contractor, or
<br />within any extension of that period to which the parties shall
<br />have agreed, the State shall either:
<br />i) Cancel the Stop Work Order; or
<br />it) Terminate the work covered by the Stop Work Order as
<br />provided for in the termination for default or the
<br />termination for convenience clause of this
<br />contract.
<br />b) If a Stop Work Order issued under this clause is canceled or
<br />the period of the Stop Work Order or any extension thereof
<br />expires, the contractor shall resume work. The State shall
<br />make an equitable adjustment in the delivery schedule, the
<br />contract price, or bath, and the contract shall be modified, in
<br />writing, accordingly, if:
<br />i) The Stop Work Order results in an increase in the time
<br />required for, or in the contractor's cost properly
<br />allocable to the performance of any part of this
<br />contract; and
<br />ii) The contractor asserts its right to an equitable
<br />adjustment within 30 days after the end of the period of
<br />work stoppage; provided, that if the State decides the
<br />`acts justify the action,, the State may receive and act
<br />upon a proposal submitted at any time before final
<br />payment under this contract.
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