HomeMy WebLinkAboutBENTLEY SYSTEMS INC. - 2003G 2.oas
AGREEMENT TERMINATION
Please complete this form when the attached agreement is no longer in effect.
Return form to the Sr. Deputy Clerk of the Council (M -30). Call 647 -5238 if you have any
questions.
-------------------------------- - - - - -- - - - - - -- -- ^ - - - - --
The agreement with n -
- No., -IO®3- F
was completed on 11-36 —(_1 6� , and final payment has been made.
Department:
Signature:( Ji L
Date: "?-/7 d�
City of Santa Ana
Revised 8 -7 -03 Clerk of the Council
WORK MAY PROD.
CLERK. Of
DINE:. "�J `t
(� Cl -1b12)
A- 2003 -218
AGREEMENT
�j e—
THIS AGREEMENT, made and entered into this �3�h day ofJan 2004 by
and between Bentley Systems Incorporated, (hereinafter "Consultant "), and the Ci Wof Santa
Ana, a charter city and municipal corporation organized and existing under the Constitution and
laws of the State of California (hereinafter "City ").
RECITALS
A. The Public Works Agency utilizes a number of specialized engineering software
products for its computer design services. This software is also used for accessing
data on the Geographic Information System. Bentley Systems, Inc. owns and
maintains this software. A software maintenance agreement is needed to ensure that
the City receives software upgrades, phone and on -line support.
B. The City desires to retain a consultant having special skill and knowledge in the field of
technical support for said specialized engineering software.
C. Currently, Bentley Systems, Inc. provides software maintenance and technical
support through the California Multiple Awards Schedule at a discounted price.
D. Consultant represents that Consultant is able and willing to provide such services to the
City.
E. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
SCOPE OF SERVICES
Consultant shall perform those services as set forth in Exhibit A Renewal Letter Dated
August 27, 2003, Renewal of Select Subscription Contract #40000681, Quotation Number I -
2HJKVH Rev 1 and Exhibit B State of California Multiple Award Schedule Contract number 3-
01-70-1198B to this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement shall not exceed $54,000.00 during the term of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and terminate on
November 30, 2005, unless terminated earlier in accordance with Section 12, below. The term
of this Agreement may be extended upon a writing executed by the Executive Director of Public
Works and the City Attorney.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M -30)
P.O. Box 1988
Santa Ana, CA 92702 -1988
telefacsimile (714) 647 -6956
With courtesy copies to:
and,
James G. Ross
City of Santa Ana
20 Civic Center Plaza
Santa Ana, California 92702
Ross Annex 4"' Floor
City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647 -6515
To Consultant:
Incorporated Bentley Systems
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A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
other communication shall be effective or deemed to have been given twenty -four (24) hours
after the time set forth on the transmission report issued by the transmitting facsimile machine,
addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
state, County or City holidays shall be excluded.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written.
ATTEST:
PA RICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Atto ey p
By:
Michael Vighotta
Deputy City Attorney
ive Director
Works Agency
CITY O S NT A
DAVID N. REAM
City Manager
11�f51
BENTLEY
27 id August 2003
Trevor Burgan
GIS Administrator
City Of Santa Ana
Public Works Agency
20 Civic Center Plaza M -21
Santa Ana, CA 92702
SUBJECT: Renewal of SELECT Subscription Contract # 40000681.
Quotation Humber 1- 2HJKVH Rev 1. Site ID 14787
Dear Trevor,
We are pleased to provide you with this quotation to extend your Bentley SELECT Subscription Contract for
another two years. The table below details the products to be covered under this contract for the period of performance
from December 1, 2003 through November 30, 2004 (one year). For the same slate of products the price would be the
same for the period of performance from December 1, 2004 through November 30, 2005. The table shows three sets
of pricing (i) according to the Commercial volume discount afforded the City, (ii) the discounts available through the
California Multiple Awards Schedule (CMAS) using the GSA pricing and volume discounts, and (iii) the best of both
by line item. The CMAS Contract Number is 3- 01- 70- 1198B. The CMAS Contract supersedes the earlier Bentley
SELECT Contract signed by the City with its Terms and Conditions also superseding any standard City Ts and Cs. A
hard copy has been forwarded to you by mail. This offer should be read in conjunction with the spreadsheet file Assets
030822.xls that has been supplied separately. This file shows every product by serial number.
Part
No.
Qty
Product
Unit
Commercial
SELECT
List Price
Lnit
Commercial
Net Price
Extended
SELECT
Commercial
Price.
CSIAS
Unit List
Price
Extended
CSIAS
List Price
CMAS
Net Price
Extended
CSIAS
Net Price
BEST
Extended
Price
1003
1 40
MicroStation
5625.00
5568.75
S21750.00
5408.00
516,320.00
$408.00
516.320.00
516,320.00
1587
1
In Roads Site
5505.00
5459.55
5459.55
S489.85
3489.85
$465.36
5465.36
5459.55
1592
4
Inroads
$1,100.00
51,092.00
54.368.00
51.164.00
54,656.00
( 51,105.80
54,423.20
54.368.00
[579
2
InRoads S & S
5600.00
5546.00
S1.092.00
553200
51.164.00
5552.90
31,105.30
51,092.00
U77
2
In Roads Survey
5300.00
5273.00
5546.00
S' -91.00
5582.00
3276.45
555'' -A0
5546.00
Totals
S'' -9. ?15.55
$23.211.85
$22.867.26
$22.78555
GSA Volume Discount
5%
SELECT VoGune
Discount
9%
As you can see, the third option produces the best price.
SELECT Contract Renewal (12 /1/03 — 11/ 30/ 04) ................. ............................... $22,785.55
SELECT Contract Renewal (12/1/04 — 11/ 30/ 05) ................. ............................. .. $22,785.55
vwa3
Bentley Systems, Incorporated
19752 MacArthur Blvd., Suite 225 • Irvine, CA 92612 • Tel: (949) 474 -1290 • Fax: (949Y474tY2§9 Y
Acceptance of Quotation
The City of Santa Ana Public Works Agency accepts the following quotation:
Renewal of SELECT Subscription Contract # 40000681.
Quotation Number: 1- 2HJKVH Rev 1.
Contact: Alec Parker
Site ID: 14787
Dated: August 27, 2003
Please generate an invoice based on the quotation and send it to us for processing.
CITY MANAGER
David N. Ream
CITY ATTORNEY
Joseph W. Fletcher
CLERK OF THE COUNCIL
Patricia E. Healy
The City of Santa Ana, Public Works Agency acknowledges that this quote is based on the California
Multiple Award Schedule (CMAS) Contract number 3- 01- 0 -1198B and agrees to adhere to the terms
and conditions as specified in the CMAS contract.
i
Signature- Department/Division Manager
Date
MAYOR
Miguel A. Pulido
MAYOR PRO TEM
Brett E. Franklin
�d"C °On Jst
COUNCILMEMBERS
Claudia C. Alvarez
4
Lisa Bist
Alberta D. Christy
Mke Garcia
Jos e Solorio
Jos
CITY OF SANTA ANA
PUBLIC WORKS AGENCY M -21
P.O. Box 1988
Santa Ana, California 92702
Acceptance of Quotation
The City of Santa Ana Public Works Agency accepts the following quotation:
Renewal of SELECT Subscription Contract # 40000681.
Quotation Number: 1- 2HJKVH Rev 1.
Contact: Alec Parker
Site ID: 14787
Dated: August 27, 2003
Please generate an invoice based on the quotation and send it to us for processing.
CITY MANAGER
David N. Ream
CITY ATTORNEY
Joseph W. Fletcher
CLERK OF THE COUNCIL
Patricia E. Healy
The City of Santa Ana, Public Works Agency acknowledges that this quote is based on the California
Multiple Award Schedule (CMAS) Contract number 3- 01- 0 -1198B and agrees to adhere to the terms
and conditions as specified in the CMAS contract.
i
Signature- Department/Division Manager
Date
S Department of General Services
OG Procurement Division
P.O. Box 942804
Sacramento, CA 94204 -0001
State of California
MULTIPLE AWARD SCHEDULE
Bentley Systems, Incorporated
3-01-70-11 98B - Brand - Bentley
Software -Asset Management
Software -CAD
Software- Document Management
Software- Engineering
Software -GIS
Software - Mapping
Service -On Site Support
Service - Software Maintenance
Service - Training
CONTRACT NUMBER: 3-01-70-1198B
CMAS TERM DATES: 10/31/2001 through 9/30/2006
DISTRIBUTION: STATEWIDE
CMAS Schedule B — Based on GSA #GS- 35F -0453L
(BENTLEY SYSTEMS, INCORPORATED)
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 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.
q ;T
Effective Date: 10/31/2001
CHRIS WISE, Program Analyst, California Multiple Award Schedules Unit
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
BENTLEY SYSTEMS, INCORPORATED
CMAS NO. 3- 01- 70 -1198B
CMAS CONTRACT BASE
This CMAS contract is based on GSA #GS- 35F -0453L
(BENTLEY SYSTEMS, INCORPORATED) with a GSA
term of 6/11/2001 through 6/10/2006.
CMAS CONTRACT TERMS AND CONDITIONS
The attached CMAS contract terms and conditions
dated February 2001 are incorporated into this
contract.
PURCHASE ORDERS
All individual purchase orders issued against this
CMAS contract incorporate these ordering provisions
as well as all terms and conditions.
The supplier must immediately reject orders that are
not accurate. Discrepancies are to be negotiated and
incorporated into the order prior to the products and
services being delivered.
ISSUANCE OF PURCHASE ORDER
Purchase orders must be issued before the expiration
of the CMAS contract. Performance (delivery of
product and /or services) of the purchase order may be
performed and completed after the expiration of the
CMAS contract but must be performed within the
delivery date(s) requirement(s) as stated an the
purchase order.
SELF - DELETING FEDERAL GSA TERMS AND
CONDITIONS
Instructions, or terms and conditions appearing in the
Special Items or other provisions of the Federal GSA
which are intended to apply to the purchase, license,
or rental (as applicable) of the products or services by
the U.S. Government in the United States, and /or to
any overseas location shall be self - deleting. (Example:
"Examinations of Records" provision).
Federal regulations and standards, such as Federal
Acquisition Regulation (FAR), Federal Information
Resources Management Regulation (FIRMR), Federal
Information Processing Standards (FIPSI, General
Services Administration Regulation (GSAR), or Federal
Installment Payment Agreement (FIPA) shall be self -
deleting. Federal blanket orders and small order
procedures are not applicable.
Updated 9/4101
ORDER OF PRECEDENCE
The California Multiple Award Schedule terms and
conditions shall prevail if there is a conflict between the
terms and conditions of the Contractor's federal GSA (or
other multiple award contract), packaging, invoices,
catalogs, brochures, technical data sheets or other
documents (see CMAS Terms and Conditions,
CONFLICT OF TERMS).
PRODUCT INSTALLATION
Product installation is not allowed unless specifically
provided for in the CMAS contract. If provided for,
the CMAS Contractor is fully responsible for all
installation services performed under the CMAS
contract. Product installations must be performed by
manufacturer authorized personnel and meet
manufacturer documented specifications, unless
otherwise specifically stated in the agency's purchase
order /Statement of Work (SOW).
THIS CONTRACT PROVIDES
This contract provides for the purchase and warranty
of software, software maintenance, and specified
training courses, and Internet access and navigation
services.
TRAINING
It is acceptable to purchase training vouchers in
advance of the training being performed if the supplier
does not invoice, or the State does not pay, for
services in advance of them being rendered.
EXCEPTIONS TO THE ATTACHED FEDERAL GSA
MULTIPLE AWARD SCHEDULE
Services, such as installation, maintenance, repair,
personal services, and any service that includes public
works and a requirement for state contractor licensing
are not available under this contract.
LEASING:
Except as stated below, Federal GSA Lease provisions
are NOT acceptable, and cannot be sold through
CMAS because the rates and contract terms are
unacceptable, and not applicable to the state.
SEAT Management financing options are NOT
available through this contract.
Federal Lease to Own Purchase (LTOP) and hardware
rental provisions with no residual value owed at end
term are acceptable ($1 residual value is acceptable).
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
BENTLEY SYSTEMS, INCORPORATED
CMAS NO. 3 -01 -70 -11988
As an alternative, agencies may consider financing
through the state's financial marketplace GS $Mart'".
All terms and conditions and lenders are pre- approved
for easy financing. The GS $Mart' Internet address is
www.dgs.ca.gov /pd then click on GS $Mart'". Buyers
without Internet access may contact the GS $Mart^
Administrator, Pat Mullen by phone at 916/327 -2600
or via e-mail at pat.mullen @dgs.ca.gov for further
information.
SMALL BUSINESS ORDERING CONSIDERATION
Effective January 1, 1999, pursuant to Assembly Bill
No. 2405, prior to placing orders under the California
Multiple Award Schedule program, state agencies shall
whenever practicable first consider offers from small
businesses that have established CMAS contracts [GC
Section 14846(b)1. NOTE: Substantiation of
compliance with this requirement will be requested by
the Department of General Services auditors when
your files are reviewed.
The following website lists CMAS Small Business
Partners:
www.pd.dgs.ca.gov
(click on CMAS; go to Small Business Partners)
ACCEPTANCE TESTING CRITERIA
Acceptance testing may be required as specified in the
purchase order for all newly installed technology
systems, and individual equipment, and machines
which are added or field modified (modification of a
machine from one model to another) after a successful
performance period.
ORDER FORM
State agencies shall use a Contract /Delegation
Purchase Order (Std. 65) for purchases and services.
Local governments shall, in lieu of the State's
Purchase Order (Std. 65), use their own purchase
order document.
The State Standard Forms can be found electronically
at the Office of State Publishing web site:
http:/ /www.dqs.ca.gov /osp (select Standard Forms).
The site provides information on the various forms and
use with the Adobe Acrobat Reader. Beyond the
Reader capabilities, Adobe Acrobat advanced features
may be utilized if you have Adobe Business Tools or
Adobe Acrobat 4.0 installed on your computer. Direct
link to the Standard Form 65:
http:// www .osp.dgs.ca.gov /pdf /std065.pdf
Updated 9/4/01
The Procurement Division will bill each state and local
agency for use of CMAS contracts, equal to 1.21 % of
the value of each order. The Procurement Division will
bill state and local agencies directly. The 1 .21 % fee
should NOT be included in the order total, or remitted
before a bill is received from us.
One copy of each order shall be forwarded to the
Department of General Services (DGS), Procurement
Division, CMAS Unit, 1500 - 5th Street, Suite 116,
Sacramento, CA 95814, Attention: Carol Umfleet
(IMS# C -39).
ORDERING PROCEDURES
The ordering entity is required to complete and
distribute the order form. For services, the ordering
entity shall modify the information contained an the
form to include the service period (start and end date),
and the monthly cost (or other intermittent cost), and
any other information pertinent to the services being
provided. The cost for each line item should be
included on the order, not lust system totals.
CONTRACT PRICING
Contract prices for products and /or services are
maximums. The ordering agency is encouraged to
negotiate lower prices.
STATE POLICY
USE OF CMAS IS OPTIONAL. AGENCIES ARE
STRONGLY ENCOURAGED TO OPTIMIZE THE
BENEFiTS OF THE CMAS PROGRAM BY COMPARING
DIFFERENT SCHEDULES FOR VARYING PRODUCTS,
SERVICES AND PRICES, AND CAREFULLY
REVIEWING ALL CONTRACT TERMS AND
CONDITIONS, TO OBTAIN THE BEST VALUE
AVAILABLE.
THE CALIFORNIA MULTIPLE AWARD SCHEDULE
DOES NOT REDUCE OR RELIEVE STATE AGENCIES
OF THEIR RESPONSIBILITY TO MEET STATEWIDE
REQUIREMENTS REGARDING CONTRACTS OR
PROCUREMENTS OF GOODS OR SERVICES. Special
attention should be given to the Automated
Accounting System requirements of State
Administrative Manual (SAM) Section 7260 -62, the
Productive Use Requirements of SAM Section 5203.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
BENTLEY SYSTEMS, INCORPORATED
CMAS NO. 3 -01 -70 -11988
Agencies should be aware that approval from the
Department of Information Technology (DOIT) is
required for:
• procurement of major Information Technology
systems pursuant to SAM Section 4819.39;
• purchase of imaging equipment which exceed $25,000;
and
• purchase of used Information Technology equipment.
Special attention is to be given to the following:
• SAM Section 4819.41 and 4832 certifications for
Information Technology procurements and
compliance with policies.
• Services may not be paid for in advance.
• Agencies must adhere to the guidelines in SAM
Section 2120/2121 for servicing office equipment.
• Agencies are required to file with the Department of
Fair Employment and Housing (DFEH) a Contract
Award Report Std. 16 for each order over $5,000
within 10 days of award, including amendments
which exceed $5,000.
• Pursuant to Public Contract Code Section 10359
state agencies are to report all Consulting Services
Contract activity for the preceding fiscal year to DGS
and the six legislative committees and individuals
that are listed on the annual memorandum from
DGS.
• Pursuant to Unemployment Insurance Code Section
1088.8, state and local government agencies must
report to the Employment Development Department
(EDD) all payments for services that equal $600 or
more to independent sole proprietor contractors.
See the contractor's Std. Form 204, Payee Data
Record, in the CMAS contract to determine sole
proprietorship. All inquiries regarding this subject
should be forwarded to EDO: Technical questions:
916/651 -6945 or Information and forms: 916/657-
0529.
YEAR 2000 COMPLIANCE
Contract language pertaining to Year 2000
Compliance is addressed in the attached CMAS Terms
and Conditions.
INTEGRATED SERVICES
Integrated services are not allowed unless specifically
provided for in the CMAS contract. If provided for,
the contractor is fully responsible for all integrated
services performed under the CMAS contract.
We encourage agencies to obtain from the contractor
a customer reference prior to issuance of the purchase
order to substantiate that the contractor has
successfully completed at least one comparable
integrated services project.
Updated 9/4/01
PUBLIC WORKS PROJECTS
A public works contract is defined as an agreement for
"the erection, construction, alteration, repair, or
improvement of any public structure, building, road, or
other public improvement of any kind" in accordance
with the Public Contract Code (PCC) Section 1101.
State agencies planning these types of projects need
to review the State Contracting Manual ISOM) Section
10 for applicable guidelines and regulations.
Agency CMAS orders may allow for a public works
component only when it is incidental to the overall
project requirements. Agencies are to ensure that the
applicable laws and codes pertaining to the Contractor
and sub - Contractor licensing, prevailing wage rates,
bonding, labor code requirements, etc. are adhered to
by the prime Contractor as well as any sub - Contractor
during the performance under the agency's CMAS
order.
The bond amount for public works has increased to a
sum not less than one hundred percent (100°/x) of the
purchase order price.
Note: In accordance with Labor Code Section 1773.2,
the ordering agency is responsible for determining the
appropriate craft, classification or type of worker
needed for any contract for public -works. Also, the
agency is to specify the applicable prevailing wage
rates as determined by the Director of the Department
of Industrial Relations (DIR). In lieu of specifying the
prevailing wage rates, the agency may include a
statement on the order that the prevailing wage rates
are on file at the agency's office, and will be made
available upon request. The prevailing wage rates are
available from the DIR at www.dir.ca.gov (select
Statistics & Research) or (415) 703 -4774.
LEASE /PURCHASE ANALYSIS
State agencies must complete a Lease /Purchase
Analysis (LPA) to determine best value when
contemplating a lease /rental, and retain a copy for
future audit purposes (SAM 3700). The LPA is not
required to be approved by the Department of General
Services.
PRICE ANALYSIS
CMAS contracts are considered "price analyzed"
because they are based upon federal government
multiple award schedules on which a price /cost
analysis was already performed, or upon other multiple
award schedules where the products have been
competitively bid, price compared and are presumed
fair and reasonable. Therefore, additional analysis is
not required by the individual ordering agencies.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
BENTLEY SYSTEMS, INCORPORATED
CMAS NO. 3-01-70-1198B
FEDERAL DEBARMENT
When federal funds are being expended, the ordering
agency is required to obtain (retain in file) a signed
"Federal Debarment" certification from the Contractor
before the purchase order is issued.
This certification is required by the regulations
implementing Executive Order 12549, Debarment and
Suspension, 29 CFR Part 98, Section 98.510,
Participants; responsibilities. The regulations were
published as Part VII of the May 26, 1988 Federal
Register (pages 19160- 192111.
ORDER LIMITS
The maximum amount of each transaction placed
under the award contract is $500,000.00.
Splitting orders to avoid any monetary limitations is
prohibited.
Do not circumvent normal procurement methods by
splitting purchases into a series of delegated purchase
orders (SAM 3572).
Splitting a project into small projects to avoid either
fiscal or procedural controls is prohibited (SAM
4819.34).
MINIMUM ORDER LIMITATION
There is no minimum dollar value limitation on orders
placed under this contract.
MULTIPLE CONTRACTS ON STD. 65 ORDER FORM
Agencies may include multiple contracts from the
same supplier on a single Std. 65 Contract /Delegation
Purchase Order. Agencies wishing to create a single
purchase order using multiple CMAS contract numbers
must adhere to the following guidelines, without
exception.
1 . All contracts must be for the same CMAS supplier
2. The order must go to one supplier location.
3. Place the word "CMAS" in the space usually
reserved for the contract number. On Std. 65s,
this is at the top of the form. The word "CMAS"
signifies that the order contains items from multiple
CMAS contracts.
4. The purchasing agency may only use one (1) bill
code.
Updated 9/4101
5. For each individual contract (as differentiated by
alpha suffix), the agency must identify and group
together the contract number with line items and
subtotal per contract number (do not include tax in
the subtotal), AND sequentially identify each
individual contract as Sub #1, Sub 1"2, Sub #3, etc.
This facilitates accurate billing by the Procurement
Division.
6. The total of all items on the purchase order must
not exceed the order limit identified in the CMAS
contract.
7. Do not combine items from both commodity and
information technology contracts. Commodity
contracts begin with the number 4 and information
technology contracts begin with the number 3.
The order limits are different for these types of
contracts.
MAINTENANCE TAX
The Board of Equalization has ruled that in accordance
with Section 1655 of the Sales and Use Tax
Regulations of the Business Taxes Law Guide, that
whenever optional maintenance contracts include
consumable supplies, such supplies are subject to
sales tax.
Generally, the State has the option of entering into
contracts which provide for only maintenance services
(i.e. the furnishing of labor and parts necessary to
maintain equipment) or contracts which provide for
both maintenance services and consumable supply
items (i.e. toner, developer, and staples, for example).
When the State has the first choice available above,
the charges for the provision of maintenance services
are not taxable. However, when both maintenance
services and consumable supplies are provided (second
choice abovel, the provision of the consumable
supplies is considered a taxable sale of tangible
personal property.
Therefore, State agencies awarding optional
maintenance contracts are responsible for paying the
applicable sales tax on the consumable supplies
utilized during the performance period of the
maintenance contract.
The contractor will be required to itemize the
consumables being taxed for state accounting
purposes.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
BENTLEY SYSTEMS, INCORPORATED
CMAS NO. 3- 01.70 -11988
OPEN MARKETlINCIDENTAL, NON - SCHEDULE ITEMS
The only time that open market /incidental, non -
schedule items may be included in a CMAS order is
when they fall under the parameters of the Not
Specifically Priced (NSP) Items provision. If the NSP
provision is not included in the schedule, or the
products and /or services required do not qualify under
the parameters of the NSP provision, the products
and /or services must be procured separate from
CMAS.
CREDIT CARD
Bentley Systems, Incorporated accepts the State of
California credit card (CAL - Card).
Agencies are NOT required to submit support
documentation to CMAS for CAL -Card transactions,
and the CMAS Unit will not bill agencies for CAL -Card
transactions.
CONTRACTOR TRAVEL
State agencies (not local governments) should refer to
SAM Section 0774 "TRAVEL AND RELATED
REIMBURSEMENT OF PERSONS NOT STATE
EMPLOYEES," when transportation and per diem costs
are to be reimbursed by the state.
If the contract provides for travel, state agencies may
pay travel and per diem expenses according to state
travel time and per diem rules (represented employee
rates) and verified receipts. Local government,
education and special districts will pay travel time and
per diem according to their statutory requirements. All
travel and per diem expenses must be within contract
parameters, and incorporated into the agency's order.
Notwithstanding the contract provisions, the state will
not be responsible for the cost of travel to bring
contractor personnel from out of state. However, if
requested by the ordering agency, the state will be
responsible for the cost of travel from one California
agency site to another.
If travel is NOT addressed or is not covered in the
contract, then the agency cannot include it as a line
item on the order.
It is important that the agency and contractor discuss
necessary travel requirements prior to issuing the
purchase order because the detail and cost (only as
allowed for in the contract) must be included in the
agency purchase order to be payable.
Updated 9/4/01
SHIPPING INSTRUCTIONS
F.O.B. (Free On Board) Destination.
PAYMENT TERMS
Net 45 days.
Each state accounting office must have a copy of the
attached Vendor Data Record (Std. 204) in order to
process payment of invoices. Agencies should
forward a copy of the Std. 204 to their respective
accounting officals). Without the Std. 204, payment
may be unnecessarily delayed.
DELIVERY
7 days after receipt of order, or as negotiated between
agency and Contractor.
WARRANTY
For warranties, see the federal GSA schedule and the
CMAS Terms and Conditions, General Provisions 19,
CMAS Warranty.
Contractor personnel shall have the experience,
education and expertise as delineated in the CMAS
contract.
OWNERSHIP INFORMATION
Bentley Systems, Incorporated is a large business
enterprise.
CONTRACT DISTRIBUTION AND UPDATES
Contractors will provide to agencies a copy of their
catalog(s) or listing(s), contract terms and conditions,
and all updates upon request.
SUPPLIER QUARTERLY REPORTS
Contractors are required to submit a detailed report
quarterly to the DGS Procurement Division, CMAS
Unit, 1500 - 5th Street, Suite 116, Sacramento, CA
95814, Attention: Quarterly Report Processing. A
separate report is required for each contract, as
differentiated by alpha suffix (if applicable). Suppliers
with resellers are responsible for reporting reseller
ordering activity. Any report that does not follow the
required format or that excludes information will be
deemed incomplete.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
BENTLEY SYSTEMS, INCORPORATED
CMAS NO. 3- 01- 70 -1198B
even when there is no activity.
The report must include the agency name, purchase
order number, purchase order date, agency billing
code, pre -tax total order cost, agency contact name,
address and phone number, and total dollars for the
quarter. Tax must NOT be included in the quarterly
report, even if the agency includes tax on the
purchase order.
A sample quarterly report (Attachment A) indicating
required format and information is attached for your
reference.
AMERICANS WITH DISABILITY ACT (ADA)
Section 504 of the Rehabilitation Act of 1973 as
amended; Title VI and VII of the Civil Rights Act of
1964 as amended; Americans with Disabilities Act, 42
USC 12101; California Code of Regulation;, Title 2,
Title 22; California Government Code, Sections
11135, at seq.; and other federal and state laws, and
Executive Orders prohibit discrimination. All programs,
activities, employment opportunities, and = ervices
must be made available to all persons, including
persons with disabilities. See Attachment B for
Procurement Division's ADA Compliance Policy of
Nondiscrimination on the Basis of Disabilit%.
Individual government agencies are responsible for
self - compliance with ADA regulations.
Supplier sponsored events must provide reasonable
accommodations for persons with disabilities.
ALTERNATIVE MEDIA AND ON -LINE ACCESS TO
SCHEDULES
Contact Contractor directly regarding the availability of
schedules or listings on CD ROM, or access to
electronic Bulletin Board Systems (BBS).
CONTRACTOR MAILING ADDRESS AND PHONE
NUMBER
Orders may be mailed to the following address, or
faxed to 610/458.2876:
Bentley systems, Incorporated
685 Stockton Drive
Exton, PA 19341
Attn: Laurie Clifford
Agencies with questions regarding products and /or
services may contact the contractor as follows:
Phone: 8001236 -8539 or 610/458 -2682
E -mail: laurie.clifford @bentley.com
DGS PROCUREMENT DIVISION CONTACT AND
PHONE NUMBER
Carol Umfleet
Department of General Services
Procurement Division, CMAS Unit
1500 - 5th Street, Suite 116
Sacramento, CA 95814
Phone # 916/324 -8045 Calnet # 8/454 -8045
Fax # 916/323 -1441
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 Schedules Unit at 916/324 -8045 or Calnet
81454 -8045 to arrange a date and time.
Updated 9/4/01
CMAS CONTRACTOR PACKET
EXHIBIT T — PAYEE DATA RECORD
STATF-NGV}FCFNN
PAYEE DATA RECORD
(Required in lieu of IRS W -9 when doing business with the State -af California)
SPJ. ]L tRLV. 3Yt
NOTE: Governmental anoWes, federal, state, and focal (Including srhtic/ disvicts) are not required to submit this form.
SECTION 1 must be completed by the requesting stab agency before fawarGrp to the payer -
DGS Pttcstearn[ Divisive - CN A.S Unit . PURPOSE Infomtatlon contained in INs form will
smtEr,noRess be used by state agencbs to Prepare imiermadon
PLEASE 1500 - 5th SOUL, Suite 116 Ratltms (Form 199) and for witNwldng on
RETURN a7YWAre5ccoe payments to nonresident payees. Prompt return af
TO: Sacntnmro, CA 95814 this fully completed form wig Prevent delays when
tea<rw w.esn pmoeasing paymentL
(916) 324 -8045 (See Privacy Sbbment on res ji
RA�B1"e .4 Bentley Systems, Inc.
60lEPKFPiESORi -eNiFA anRQS.IIL.Ur4 NH+E M1..,N..w
MWLIG AnflESfi (Wn�W9R„rc P. 6 cb.'M/ee.'1
685 Stockton Drive
Exton. PA 19341
7
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Roy Ho kinson
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925/824 -3112
February 2001 71
ATTACHMENT A
CMAS QUARTERLY BUSINESS ACTIVITY REPORT
(A REPORT IS REQUIRED EVEN WHEN THERE IS NO ACTIVITY)
1. Calendar Quarter Number: (Quarter # and Year)
2. CMAS Contract Number: XX- XX- XX -XXXXX (including alpha suffix if applicable)
3. Contractor: Company Name and Address
4. Contractor Contact: Name and Phone Number
5.
6.
7.
8.
9.
10.
11.
12.
Agency Name
Purchase Order
Purchase
Agency
Total Dollars
Agency
Agency
Phone
Number
Order Date
Billing Code
per Purchase
Contact
Address
Number
Order
13. Total dollars for quarter: S
The Quarterly Report must contain all of the above data elements, but may be in a landscape report format.
1. Identify the calendar quarter number and year for the report you are submitting.
2. Identify your company's CMAS contract number. A separate report is required for each contract, as differentiated
by alpha suffix (if applicable). Multiple contracts on Std. 65 State Purchase Order form should be itemized by
contract number. For each individual contract (as differentiated by alpha suffix), identify and group together the
contract number with line items and subtotal per contract number (do not include tax in the subtotal).
3. Identify your company name and mailing address.
4. Identify the company contact and phone number for the CMAS contract or the person preparing and submitting the
report.
5. Identify the state agency or local government that issued the CMAS order.
6. Identify the purchase order number (and amendment number if applicable) on the order form. This is not your
invoice number. This is the number the agency or local government assigns to the order.
7. Identify the date the purchase order was issued. This is not the date you received, accepted, or invoiced the order.
8. Identify the state agency billing code. This is a five -digit number identified on the upper right hand corner of the
Std. 65 purchase order form. You must identity this number on all purchases made by State of California
agencies. Local governments will not reference a billing code. You may leave this blank for local government
orders.
9. Identify the total dollars of each purchase order before tax. Tax must NOT be included in the quarterly report, even
if the agency includes tax on the purchase order. The total dollars per order should indicate the entire purchase
order amount regardless of when you invoice order, perform services, deliver product, or receive payment. For
amended orders, enter the incremental increase /decrease only.
10. Identify the "Bill To" agency or local government CONTACT on the purchase order.
11. Identify the "Bill To" agency or local government ADDRESS on the purchase order.
12. Identify the agency or local government phone number on the purchase order.
13. Identify the total dollars pre -tax for all orders placed in that calendar quarter.
Updated 9/4/01
ATTACHMENT B
FAI 0 .
Procurement Division (State Department of General Services)
AMERICANS WITH DISABILITIES ACT (ADA) COMPLIANCE
POLICY OF NONDISCRIMINATION ON THE BASIS OF DISABILITY
To meet and carry out
requirements of the Ameri(
policy of the Procurement
General Services) to make
activities, and services are
with disabilities.
compliance with the nondiscrimination
;ans With Disabilities Act (ADA), it is the
Division (within the State Department of
every effort to ensure that its programs,
available to all persons, including persons
For persons with a disability needing a reasonable modification to
participate in the Prccurement process, or for persons having
questions regarding reasonable modifications for the Procurement
process, please contact the Procurement Division at (916) 445 -2500
(main office); the Procurement Division TTY /TDD (telephone device for
the deaf) or California Relay Service numbers which are listed below.
You may also contact directly the Procurement Division contact
person that is handling this procurement.
IMPORTANT: TO ENSURE THAT WE CAN MEET YOUR NEED, IT IS
BEST THAT WE RECEIVE YOUR REQUEST AT LEAST 10 WORKING
DAYS BEFORE THE SCHEDULED EVENT (i.e., MEETING,
CONFERENCE, WORKSHOP, etc.) OR DEADLINE DUE -DATE FOR
PROCUREMENT DOCUMENTS.
The Procurement Division TTY telephone numbers are:
Sacramento Office: (916) 322 -7535
Fullerton Office: (714) 773 -2093
The California Relay Service Telephone- Numbers are:
Voice
TTY
Speech to Speech
1- 800 - 735 -2922 or 1- 888 - 877 -5379
1- 800 - 735 -2929 or 1- 888 - 877 -5378
1- 800 - 854 -7784
Updated 9/4/01 B
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.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
TERMS AND CONDITIONS
GENERAL PROVISIONS
11. Order of Precedence
In the event of any inconsistency between the articles,
attachments, specifications or provisions that constitute this
contract, the following order of precedence shall apply:
a) Contract form, i.e., Purchase Order, Standard Agreement,
etc., and any amendments thereto;
c) Specifications /Statement of Work;
d) Special terms and conditions;
e) General terms and conditions, including these General
Provisions; and
f) All other attachments incorporated herein by reference.
The specifications shall prevail over any subsidiary documents
referenced therein.
12. Packing and Shipping
a) All goods are to be packed in suitable containers for
protection in shipment and storage, and in accordance with
applicable specifications. Each container of a multiple
container shipment shall be identified to:
i) Show the number of the container and the total number
of containers in the shipment; and
ii) Show the number of the container in which the packing
sheet has been enclosed.
b) All shipments by contractor or its subcontractors must
include packing sheets identifying: the State's contract
number; item number; quantity and unit of measure; part
number and description of the goods shipped; and
appropriate evidence of inspection, if required. Goods for
different contracts shall be listed on separate packing
sheets.
C) Shipments must be made as specified in this contract. as it
may be amended, or otherwise directed in writing by the
State's Transportation Management Unit within the
Department of General Services, Procurement Division.
13. Transportation Costs and Other Fees or Expenses
No charge for delivery, drayage, express, parcel post, packing,
cartage, insurance, license fees, permits, cost of bonds, or for any
other purpose wilt be paid by the State unless expressly included
and itemized in the contract.
a) Contractor must strictly follow contract requirements
regarding Free on Board (F.O.0.), freight terms, and routing
instructions. The State may permit use of an alternate
carrier at no additional cost to the State with advance written
authorization of the ouyer.
b) If "prepay and add" is selected, succorting freight bills are
required when over S50, unless the Transportation
Management Unit within the Department of General
Services Procurement Division aporoves an exact freight
charge and a waiver is granted.
February 2001
C) On "F.O.S. Shipping Point" transactions, should any
shipments under the contract be received by the State in a
damaged condition and any related freight loss and damage
claims fled against the carder or carriers be wholly or
partially declined by the canner or carders with the inference
that damage was the result of the act of the shipper such as
inadequate packaging or loading or some inherent defect in
the equipment and /or material, contractor, on request of the
State, shall at contractors own expense assist the State in
establishing carrier liability by supplying evidence that the
equipment and /or material was propedy constructed,
manufactured, packaged, and secured to withstand normal
transportation conditions.
14. Time is of the Essence
Time is of the essence in this contract.
15. Delivery
Contractor shall strictly adhere to the delivery and completion
schedules specified in the purchase order. Time, if stated as a
number of days, shall mean calendar days unless Otherwise
specified. The quantities specified 'herein are the only quantities
required. If contractor delivers in excess of the quantities
specified herein, the State shall not be required to make any
payment for the excess goods, and may return them to contractor
at contractor's expense or utilize any other rights available to the
State at law or in equity.
16. Substitutions
Substitution of goods may not be tendered without advance
written consent of the buyer. Contractor shall not use any
specification in lieu of those contained in the contract without
written consent of the buyer.
17. Inspection, Acceptance and Rejection
a) Contractor and its subcontractors will provide and maintain a
quality assurance system acceptable to the State covering
goods and services under this contract and will tender to the
State only those goods that have been insoect =_d and found
to conform to this contract's requirements. Contractor will
keep records evidencing inspections and their result, and will
make these records available to the State during contract
performance and for three years after final payment.
Contractor shall permit the State to review procedures,
practices, processes and related documents to determine
the acceptability of contractors quality assurance system or
other business practices related to performance of the
contract.
b) All goods may be subject to inspection and test by the State
or its authadzec representatives.
c) Contractor and its subcontractors shall provide all
reasonable facilities for the safety and convenience of
inspectors at no additional cost to the State. Contractor
shall furnish to inspectors all informatics and data as may be
reasonably required to perfcrm their inspection.
c) All goods to be delivered hereunder may be subject to final
inspection, test, and acceptance by the State at destination,
notwithstanding any payment or inspection at source.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
TERMS AND CONDITIONS
GENERAL PROVISIONS
e) The State shall give notice of rejection of goods delivered or
services performed hereunder within a reasonable time after
receipt of such goods or performance of such services.
Acceptance by the State shall not waive any rights that the
State might otherwise have at law or by express reservation
in this contract with respect to any nonconformity.
18. Samples
a) Samples of items may be required by the State for
inspection and specification testing and must be furnished
free of expense to the State. The samples furnished must
be identical in all respects to the products quoted and /or
specified in the contract.
b) Samples, if not destroyed by tests, may, upon request made
at the time the sample is furnished, be returned at
contractors expense.
19. CMAS Warranty
The following warranty language is in addition to the warranty
language provided in the federal GSA Multiple Award Schedule or
other base contract used to establish this CMAS contract. When
there is a conflict between the following warranty language and
the warranty language provided in the federal GSA Multiple
Award Schedule or other base contract used to establish this
CMAS contract, the following warranty language overrides.
Unless otherwise specified, the warranties contained in this
contract begin after acceptance has occurred.
a) Contractor warrants that goods and services furnished
hereunder will conform to the requirements of this contract
(including all descriptions, specifications and drawings made
a part hereof), and such goods will be merchantable, fit for
their intended purposes, free from all defects in materials
and workmanship and to the extent not manufactured
pursuant to detailed designs furnished by the State, free
from defects in design. The State's approval of designs or
specifications furnished by contractor shall not relieve the
contractor of its obligations under this warranty.
b) All warranties, including special warranties specified
elsewhere herein, shall inure to the State, its successors,
assigns, customer agencies, and users of the goods or
services.
20. Safety and Accident Prevention
In performing work under this contract or, State premises,
contractor shall conform to any specific safety requirements
comained in the contract or as required by law or regulation.
Contractor shall take any additional precautions as the State may
reasonably require for safety and accident prevention purposes.
Any violation of such rules and requirements, unless promptly
corrected, shall be grounds for termination of this contract in
accorcance with the default provisions hereof.
21. Insurance
When performing work on property in the care, custody, or control
of the State, contractor shall maintain all commercial general
liability insurance, workers' compensation insurance and any
other insurance the State deems appropriate under the contract.
Contractor shall furnish an insurance certificate evidencing
required insurance coverage acceptable to the State. Upon
request by the buyer, the contractor may be required to have the
State shown as an 'additional insured" on selected policies.
February 2001
22. Termination for Non-Appropriation of Funds
a) If the term of the purchase order extends into fiscal years
subsequent to that in which it is approved, such continuation
of the purchase order is contingent on the appropriation of
funds for such purpose by the Legislature. If funds to effect
such continued payment are not appropriated, contractor
agrees to take back any affected goods furnished under the
purchase order, terminate any services supplied to the State
under the purchase order, and relieve the State of any
further obligation therefor.
b) State agrees that if paragraph a) above is invoked, goods
shall be returned to the contractor in substantially the same
condition in which delivered to the State, subject to normal
wear and tear. State further agrees to pay for packing,
crating, transportation to contractor's nearest facility and for
reimbursement to the contractor for expenses incurred for
their assistance in such packing and crating.
23. Termination for the Convenience of the State
a) The State may terminate performance of work under the
purchase order for its convenience in whole or, from time to
time, in part, if the Department of General Services, Deputy
Director, Procurement Division, or designee, determines that
a termination is in the State's interest. The Department of
General Services, Deputy Director, Procurement Division, or
designee, shall terminate by delivering to the contractor a
Notice of Termination specifying the extent of termination
and the effective date thereof. The parties agree that, as to
the terminated portion of the purchase order, the purchase
order shall be deemed to remain In effect until such time as
the termination settlement, if any, is concluded and the
purchase order shall not be void.
b) After receipt of a Notice of Terminaton, and except as
directed by the State, the contractor shall immediately
proceed with the following obligations, as applicable,
regardless of any delay in detemtining or adjusting any
amounts due under this clause.
The Contractor shall:
i) Stop work as specified in the Notice of Termination.
ii) Place no further subcontracts for materials, services, or
facilities, except as necessary to complete the
continued portion of the purchase order.
iii) Terminate all subcontracts to the extent they relate to
the work terminated.
iv) Settle all outstanding liabilities and termination
settlement proposals arising from the termination of
subcontracts (the approval or ratification of which will
be final for purposes of this clause).
24. Termination for Default
a) The State may, subject to the Force Majeure paragraph
contained herein, by written notice of default to the
contractor, terminate the purchase order in whole or in part if
the contractor fails to:
i) Deliver the goods or to perform the services within the
time specified in the purchase order or any amenoment
thereto.
ii) Make progress; so as to endanger performance of the
purchase order (see subparagraph (b) below).
iii) Perform any of the other provisions of the purchase
order (see subparagraph (b), below).
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
TERMS AND CONDITIONS
GENERAL PROVISIONS
b) The State's right to terminate the purchase order under
subparagraph (a)(ii) and (a)(iii) above, may be exercised if
the contractor does not cure such failure within the time
frame stated in the cure notice issued by the buyer.
c) If the State terminates the purchase order in whole or in part,
it may acquire, under the terms and in he manner the buyer
considers appropriate, goods or services similar to those
terminated, and the contractor will be liable to the State for
any excess costs for those goods or services. However, the
contractor shall continue the work not terminated.
d) If the purchase order is terminated for default, the State may
require the contractor to transfer title and deliver to the
State, as directed by the buyer, any:
i) Completed goods, and
ii) Partially completed goods and materials, parts, tools,
dies, jigs, fixtures, plans, drawings, information,
and contract rights (collectively referred to as
"manufacturing materials" in this clause) that the
contractor has specifically produced or acquired
for the terminated portion of the purchase order.
Upon direction of the buyer, the contractor shall
also protect and preserve property in its
possession in which the Sate has an interest.
e) The State shall pay contract price for completed goods
delivered and accepted. The contractor and buyer shall
agree on the amount of payment for manufacturing materials
delivered and accepted for the protection and preservation of
the property. Failure to agree will be a dispute under the
Disoutes clause. The State may withhold from these
amounts any sum the buyer determines to be necessary to
protect the State against loss because of outstanding liens
or claims of former lien holders.
f) The rights and remedies of the State in this clause are in
addition to any other rights and remedies provided by law or
under this contract.
25. Force Majeure
Except for defaults of subcontractors at any tier, the contractor
shall not be liable for any excess costs if the failure to perform the
contract arises from causes beyond the control and without the
fault or negligence of the contractor. Examples of such causes
include. but are not limited to:
a) Acts of God or of the public enemy, and
b) Acts of the federal or state government in either its
sovereign or contractual capacity.
If the failure to perform is caused by the default of a subcontractor
at any tier, and if the cause of the default is beyond the control of
both the contractor and subcontractor, and without the fault or
negligence of either, the contractor shall not be liable for any
excess costs for failure to perform, unless the subcontracted
goods or services were obtainable from other sources In sufficient
time for the contractor to meet the required delivery schedule.
February 2001
26. Rights and Remedies of State for Default
a) In the event any goods furnished or services provided by the
contractor in the performance of the contract should fail to
conform to the requirements herein, or to the sample
submitted by the contractor, the State may reject the same,
and it shall become the duty of the contractor to reclaim and
remove the item promptly or to correct the performance of
services, without expense to the State, and immediately
replace all such rejected items with others conforming to the
contract.
b) In addition to any other rights and remedies the State may
have, the Sate may require contractor, at contractor's
expense, to ship goods via air freight or expedited routing to
avoid or minimize actual or potential delay if the delay is the
fault of the contractor.
c) In the event of the termination of the contract, either in whole
or in part, by reason of default or breach by the contractor,
any loss or damage sustained by the State in procuring any
items which the contractor agreed to supply shall be bome
and paid for by the contractor.
d) The State reserves the right to offset the reasonable cost of
all damages caused to the State against any outstanding
invoices or amounts owed to contractor or to make a claim
against the contractor therefore.
27. Contractor's Liability for Injury to Persons or Damage to
Property
a) The contractor shall be liable for damages arising out of
injury to the person and /or damage to the property of the
State, employees of the State, persons designated by he
State for training, or any other person(s) other than agents
or employees of the contractor, designated by the Sate for
any purpose, prior to, during, or subsequent to delivery,
installation, acceptance, and use of the goods either at the
contractor's site or at the State's place of business, provided
that the injury or damage was caused by the fault or
negligence of the contractor.
b) Contractor shall not be liable for damages arising out of or
caused by an alteration or an attachment not made or
installed by the contractor, or for damage to alterations or
attachments that may result from the normal operation and
maintenance of the goods provided by the contractor during
he contract.
28. Indemnification
Contractor agrees to indemnify, defend and save harmless the
State. its officers, agents and employees from any and all claims
and losses accruing or resulting to any and all contractors,
subcontractors, suppliers, laborers and any other person, firm. or
corporation furnishing or supplying work, services, materials or
supplies in connection Nith the performance of this contract, and
from any and all claims and losses accruing or resulting to any
person, Firm or corporation which may be injured or damaged by
contractor in the performance of this contract.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
TERMS AND CONDITIONS
GENERAL PROVISIONS
29. Invoices
Unless otherwise specified, invoices shall be sent to the address
set forth in the purchase order. Invoices shall be submitted in
triplicate and shall include the contract number; release order
number (if applicable): item number; unit price, extended item
price and invoice total amount. State sales tax and /or use tax
shall be itemized separately and added to each invoice as
applicable.
30. Required Payment Date
Payment will be made in accordance with the provisions of the
California Prompt Payment Act, Government Code Section 927
et. seq. Unless expressly exempted by statute, the Act requires
state agencies to pay property submitted, undisputed invoices not
more than 4S days after (i) the date of acceptance of goods or
performance of services; or (ii) receipt of an undisputed invoice,
whichever is later.
31. Taxes
Unless otherwise required by law, the Sate of California is
exempt from Federal excise axes. The Sate will only pay for
any State or local sales or use taxes on the services rendered or
goods supplied to the Sate pursuant to this contract.
32. Newly Manufactured Goods
All goods furnished under this contract shall be newly
manufactured goods; used or reconditioned goods are prohibited,
unless otherwise specified.
33. Contract Modification
No amendment or variation of the terms of this contract shall be
valid unless made in writing, and approved as required. No oral
understanding or agreement not incorporated in the contract is
binding on any of the parties.
34. Confidentiality of Data
All financial, statistical, personal, technical and other data and
information relating to the State's operation which are designated
confidential by the Sate and made available to the contractor in
order to carry out this contract, or which become available to the
contractor in carrying out this contract, shall be protected by the
contractor from unauthorized use and disclosure through the
observance of the same or more effective procedural
requirements as are applicable to the State. The identification of
all such confidential data and information as well as the State's
procedural requirements for protection of such data and
information from unauthorized use and disclosure shall be
provided by the State in writing to the contractor. If the methods
and procedures employed by the contractor for the protection of
the contractor's data and information are deemed by the State to
be adequate for the protection of the State's confidential
information, such methods and procedures may be used, with the
written consent of the State, to carry out the intent of this
oaragraph. The contractor shall not be required under the
provisions of this paragraph to keep confidential any data or
information which is or becomes publicly available, is already
rightfully in the contractor's possession, is independently
developec by the contractor outside the scope of this contract, or
is rightfully obtained from third parties.
February 2001
35. News Releases
Unless otherwise exempted, news releases pertaining to this
contract shall not be made without prior written approval of the
Department of General Services.
36. Patent, Copyright and Trade Secret Indemnity
a) Contractor shall hold the State of California, its officers,
agents and employees, harmless from liability of any nature
or kind, including costs and expenses, for infringement or
use of any copyrighted or uncopyrighted composition, secret
process, patented or unpatented invention, article or
appliance furnished or used in connection with the contract.
b) Contractor may be required to furnish a bond to the State
against any and all loss, damage, costs, expenses, claims,
and liability for patent, copyright, and trade secret
infringement.
C) Contractor, at its own expense, shall defend any action
brought against the State to the extent that such action is
based upon a claim that the goods or software supplied by
the contractor or the operation of such goods pursuant to a
current version of contractor supplied operating software
infringes a United States patent or copyright or violates a
trade secret. The contractor shall pay those costs and
damages finally awarded against the State in any such
action. Such defense and payment shall be conditioned on
the following:
i) That the contractor shall be notified within a reasonable
time in writing by the State of any notice of such claim;
and,
iii) That the contractor shall have the sole control of the
defense of any action on such claim and all
negotiations for its settlement or compromise,
provided, however, that when principles of
government or public law are involved, the State
shall have the option to participate in such action
at its own expense.
C) Should the goods or software, or the operation thereof,
become, or in the contractor's opinion are likely to become,
the subject of a claim of infringement of a United Sales
patent or copyright or a trade secret, the Sate shall permit
the contractor at its option and expense either to procure for
the State the right to continue using the goods or software,
or to replace or modify the same so that they become
non - infringing. If none of these options an reasonably be
taken, or if the use of such goods or software by the Sate
shall be prevented by injunction, the contractor agrees to
take back such goods or software and make every
reasonable effort to assist the State in procuring substitute
goods or software. If, in the sole opinion of the State, the
return of such infringing goods or software makes the
retention of other goods or software acquired from the
contractor under this contract impractical, the State shall
then have the option of terminating such contracts, or
apolicable portions thereof, without penalty or termination
charge. The contractor agrees to take back such goods or
software and refuna any sums the State has paid contractor
less any reasonable amount for use or damage.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
TERMS AND CONDITIONS
GENERAL PROVISIONS
e) The contractor shall have no liability to the State under any
provision of this clause with respect to any claim of patent,
copyright, or trade secret infringement that is based upon:
i) The combination or utilization of goods furnished
hereunder with equipment or devices not made or
furnished by the contractor; or,
ii) The operation of equipment furnished by the contractor
under the control of any operating software other than,
or in addition to, the current version of
contractor- supplied operating software: or
iii) The modification by the State of the equipment
furnished hereunder or of the software; or
iv) The combination or utilization of software furnished
hereunder with non - contractor supplied software.
e) Contractor certifies that it has appropriate systems and
controls in place to ensure that state funds will not be used
in the performance of this contract for the acquisition,
operation or maintenance of computer software in violation
of copyright laws.
g) The foregoing states the entire liability of the contractor to
the State with respect to infringement of patents, copyrights
or trade secrets.
37. Examination and Audit
Contractor agrees that the State or its designated representative
shall have the right to review and copy any records and
supporting documentation pertaining to performance of this
contract. Contractor agrees to maintain such records for possible
audit for a minimum of three (3) years after final payment, unless
a longer period of record retention is stipulated. Contractor
agrees to allow the auditor(s) access to such records during
normal business hours and to allow interviews of any employees
or others who might reasonably have information related to such
recoras. Further, contractor agrees to include a similar right of
the State to audit records and interview start in any subcontract
related to performance of this contract.
38. Disputes
a) The parties shall deal in good faith and attempt to resolve
potential disputes informally. If the dispute persists,
contractor shall submit to the Department Director or
designee a written demand for a final decision regarding the
disposition of any dispute between the parties arising under,
related to or involving this contract, unless the State, on its
own initiative, has already rendered such a final decision.
Contractor's written demand shall be fully supported by
factual information, and if such demand involves a cost
adjustment to the contract. contractor shall include with the
demand a written statement signed by an authorized person
indicating that the demand is made in good faith, that the
supporting data are accurate and complete and that the
amount requested accurately reflects the contract
adjustment for which contractor believes the State is liable. If
the contractor is not satisfied with the decision of the
Department Director or designee, the contractor may appeal
the decision to the Department of General Services, Deputy
Director, Procurement Division. In the event that this
contract is for information technology goods and/or services,
the decision may be apoealed to an Executive Committee of
State and contractor personnel.
February 2001
b) Pending the final resolution of any dispute arising under,
related to or involving this contract, contractor agrees to
diligently proceed with the performance of this contract,
including the delivery of goods or providing of services in
accordance with the State's instructions. Contractor's failure
to diligently proceed in accordance with the State's
instructions shall be considered a material breach of this
contract.
c) Any final decision of the State shall be expressly identified
as such, shall be in writing, and shall be signed by the
Department Director or designee or Deputy Director,
Procurement Division if an appeal was made. If the State
fails to render a final decision within 90 days after receipt of
contractor's demand, it shall be deemed a final decision
adverse to contractor's contentions. The State's final
decision shall be conclusive and binding regarding the
dispute unless contractor commences an action in a court of
competent jurisdiction to contest such decision within 90
days following the date of the final decision or one (1) year
following the accrual of the cause of action, whichever is
later.
39. Stop Work
a) The State may, at any time, by written Stop Work Order to
the contractor, require the contractor to stop all, or any part,
of the work called for by this contract for a period up to 90
days after the Stop Work Order is delivered to the
contractor, and for any further period to which the parties
may agree. The Stop Work Order shall be specifically
identified as such and shall indicate it is issued under this
clause. Upon receipt of the Stop Work Order, the contractor
shall immediately comply with its terms and take all
reasonable steps to minimize the incurrence of costs
allocable to the work covered by the Stop Work Order during
the period of work stoppage. Within a period of 90 days
after a Stop Work Order is delivered to the contractor, or
within any extension of that period to which the parties shall
have agreed, the State shall either:
i) Cancel the Stop Work Order; or
it) Terminate the work covered by the Stop Work Order as
provided for in the termination for default or the
termination for convenience clause of this
contract.
b) If a Stop Work Order issued under this clause is canceled or
the period of the Stop Work Order or any extension thereof
expires, the contractor shall resume work. The State shall
make an equitable adjustment in the delivery schedule, the
contract price, or bath, and the contract shall be modified, in
writing, accordingly, if:
i) The Stop Work Order results in an increase in the time
required for, or in the contractor's cost properly
allocable to the performance of any part of this
contract; and
ii) The contractor asserts its right to an equitable
adjustment within 30 days after the end of the period of
work stoppage; provided, that if the State decides the
`acts justify the action,, the State may receive and act
upon a proposal submitted at any time before final
payment under this contract.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
TERMS AND CONDITIONS
GENERAL PROVISIONS
c) If a Stop Work Order is not canceled and the work covered 43. National Labor Relations Board Certification
by the Stop Work Order is terminated in accordance with the
provision entitled Termination for the Convenience of the Contractor swears under penalty of perjury that no more than one
State, the State shall allow reasonable costs resulting from final, unappealable finding of contempt of court by a federal court
the Stop Work Order in arriving at the termination has been issued against the contractor within the immediately
settlement. preceding two -year period because of the contractor's failure to
comply with an order of the National Labor Relations Board. This
d) The State shall not be liable to the contractor for loss of provision is required by, and shall be construed in accordance
profits because of a Stop Work Order issued under this with, FCC Section 10296.
clause.
40. Priority Hiring Considerations
If this contract includes services in excess of $200,000, the
contractor shall give priority consideration in filling vacancies in
positions funded by the contract to qualified recipients of aid
under Welfare and Institutions Code Section 11200 in accordance
with PCC Section 10353.
41. Covenant Against Gratuities
The contractor warrants that no gratuities (in the form of
entertainment, gifts, or otherwise) were offered or given by the
contractor, or any agent or representative of the contractor, to any
officer or employee of the State with a view toward securing the
contract or securing favorable treatment with respect to any
determinations concerning the performance of the contract. For
breach or violation of this warranty, the State shall have the right
to terminate the contract, either in whole or in part, and any loss
or damage sustained by the State in procuring on the open
market any items which contractor agreed to supply shall be
bome and paid for by the contractor. The rights and remedies of
the State provided in this clause shall not be exclusive and are in
addition to any other rights and remedies provided by law or in
equity.
42. Nondiscrimination Clause
a) During the performance of this contract, contractor and its
subcontractors shall not unlawfully discriminate, harass or
allow harassment, against any employee or applicant for
employment because of sex. sexual orientation, race, color,
ancestry, religious creed, national origin, disability (including
HIV and AIDS), medical condition (cancer), age, marital
status, and denial of family care leave. Contractor and
subcontractors shall insure that the evaluation and treatment
of their employees and applicants for employment are free
from such discrimination and harassment. Contractor and
subcontractors shall comply with the provisions of the Fair
Empoyment and Housing Act (Government Code, Section
2990 at seq.) and the applicable regulations oromulgated
thereunder (California Code of Regulations. Title 2. Section
7285.0 at seq.). The applicable regulations of the Fair
Empioyment and Housing Commission implementing
Government Code Section 12990 (a -f), set forth in Chapter 5
of Division 4 of Title 2 of the California Code of Regulations
are incorporated into this contract by reference and made a
part hereof as if set forth in full. Contractor and its
subcontractors shall give written notice of their obligations
under this clause to labor organizations with which they have
a collective bargaining or other agreement.
b) The contractor shall include the nondiscrimination and
compliance provisions of this clause in all subcontracts to
perform work under the contract.
February 2001
44. Assignment of Antitrust Actions
Pursuant to Government Code Sections 4552, 4553, and 4554,
the following provisions are incorporated herein:
a) In submitting a quote to the State, the supplier offers and
agrees that if the quote is accepted, it will assign to the State
all rights, title, and interest in and to all causes of action it
may have under Section 4 of the Clayton Act (15 U.S.C. 15)
or under the Cartwright Act (Chapter 2, commencing with
Section 16700, of Part 2 of Division 7 of the Business and
Professions Code), arising from purchases of goods,
material, or services by the supplier for sale to the State
pursuant to the solicitation. Such assignment shall be made
and become effective at the time the State tenders final
payment to the supplier.
b) If the State receives, either through judgment or settlement,
a monetary recovery for a cause of action assigned under
this chapter, the assignor shall be entitled to receive
reimbursement for actual legal costs incurred and may, upon
demand, recover from the State any portion of the recovery,
including treble damages, attributable to overcharges that
were paid by the assignor but were not paid by the State as
part of the quote price, less the expenses incurred in
obtaining that portion of the recovery.
c) Upon demand in writing by the assignor, the assignee shall,
within one year from such demand, reassign the cause of
action assigned under this part if the assignor has been or
may have been injured by the violation of law for which the
cause of action arose and
i) The assignee has not been injured thereby, or
ii) The assignee declines to file a court action for the
cause of action.
45. Drug -Free Workplace Certification
The contractor certifies under penalty of perjury under the laws of
the State of California that the contractor will comply with the
requirements of the Drug -Free Workplace Act of 1990
(Government Code Section 8350 at seq.) and will provide a
ding -free workplace by taking the following actions:
a) Publish a statement notifying employees that unlavrul
manufacture, distribution, dispensation, possession, or use
of a controlled substance is prohibited and specifying actions
to be taken against employees for violations, as required by
Government Code Section 8355(a).
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
TERMS AND CONDITIONS
GENERAL PROVISIONS
b) Establish a Drug -Free Awareness Program as required by
Government Code Section 8355(b) to inform employees
about all of the following:
i) The dangers of drug abuse in the workplace.
ii) The person's or organization's policy of maintaining a
drug -free workplace.
iii) Any available counseling, rehabilitation and employee
assistance programs.
iii) Penalties that may be imposed upon employees for
drug abuse violations.
c) Provide, as required by Government Code Section 8355(c),
that every employee who works an the proposed or resulting
contract:
i) Will receive a copy of the company's drug -free policy
statement; and,
ii) Will agree to abide by the terms of the company's
statement as a condition of employment on the
contract.
46. Year 2000 Compliance
Contractor warrants that it will provide only Year 2000 compliant
products and /or services to the State in all present and future
contracts and those Year 2000 compliant products and /or
services meet the following requirements:
a) For information technology goods and /or services, the
contractor warrants and represents that the hardware,
software and firmware goods and services delivered under
this contract shall be able to accurately process date data
(including, but not limited to, calculating, comparing, and/or
sequencing) from, into and between the twentieth and
twenty-first centuries, and the years 1999 and 2000 and leap
year calculations to the extent that other information
technoiagy used in combination with the information
technology being acquired, properly exchanges date data
with it. This warranty and representation is subject to the
warranty terns and conditions of this contract. Nothing in
this warranty shall be construed to limit any rights or
remedies the State may otherwise have under this contract
with respect to defects other than Year 2000 performance.
b) For men- information technology goods, the contractor
warrants and represents that the goods delivered under this
contract are "Year 2000 compliant." For purposes of this
Contract, a good is Year 2000 compliant if it will continue to
function fully before, at and after the Year 2000 without
interruption and, if applicable, with full ability to accurately
and unambiguously process. display. compare, calculate,
manipulate and otherwise utilize date information. This
warranty and representation supersedes ail warranty
disclaimers and limitations and all limitations on liability
Provided by or through the contractor.
c) Resellers must obtain written confirmaticn from the
manufacturer that the goads and /or services are Year 2000
compliant, as defined above.
47. Forced, Convict and Indentured Labor
In accordance with PCC Section 6108, contractor warrants that
no foreign -made equipment. materials, or supplies furnished to
the State pursuant to this contract are produced in wnoie or in
part by or with the benefit of, forcea labor, convict labor,
indentured labor under penal sanction, abusive forms of child
labor or exploitation of children in sweatshop labor.
February 2001
48. Recycling
Contractor hereby certifies under penalty of perjury that a
percentage (0% to 100°/x) of the materials, goods, supplies
offered, or products used in the performance of this contract meet
or exceed the minimum percentage of recycled material as
defined in PCC Sections 12161 and 12200.
49. Child Support Compliance Act
For any contract in excess of $100,000, the contractor
acknowledges in accordance with PCC Section 7110, that:
a) The contractor recognizes the importance of child and family
support obligations and shall fully comply with all applicable
state and federal laws relating to child and family support
enforcement, including, but not limited to, disclosure of
information and compliance with earnings assignment
orders, as provided in Chapter 8 (commencing with Section
5200) of Part 5 of Division 9 of the Family Code; and
b) The contractor, to the best of its knowledge is fully
complying with the eamings assignment orders of all
employees and is providing the names of all new employees
to the New Hire Registry maintained by the California
Employment Development Department.
$0. Americans with Disabilities Act
Contractor assures the State that it complies with the Americans
with Disabilities Act (ADA) of 1990, which prohibits discrimination
on the basis of disability, as well as all applicable regulations and
guidelines issued pursuant to the ADA. (42 U.S.C. 12101 at seq.)
51. CMAS Contractor's License Requirements
Contracts that include installation or the wording "Furnish and
Install" require at the time of contract award that contractors
possess a valid California State Contractor's License. If sub-
contractors are used, they must also posses a valid California
State Contractor's License. All businesses which construct or
alter any building, highway, road, parking facility, railroad,
excavation, or other structure in California must be licensed by
the California State License Board (CSLB) if the total cost (labor
and materals) of the project is S500.00 or more. Failure to be
licensed or to keep the license current and in good standing shall
be grounds for contract revocation.
52. CMAS Public Works Requirements (Applicable to Installation
Only)
a) Prior to the commencement of performance, the contractor
must obtain and provide to the State, a payment bond, on
Standard Farm 807, when the contract involves a public
works expenditure (labor/installation costs) in excess of
S5,000. Such bond shall be in a sum not less than one
hundred percent (1009%) of the contract price. Forms shall
be provided to the contractor.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
TERMS AND CONDITIONS
GENERAL PROVISIONS
b) In accordance with the provisions of Section 1773 of the
iii Travel and Subsistence Payments
California Labor Code, the contractor shall, conform and
Travel and subsistence payments shall be paid to each
stipulates to the general prevailing rate of wages, including
worker needed to execute the work, as such travel and
employer benefits as defined in Section 1773.1 of the
subsistence payments are defined in the applicable
Califomia Labor Code, applicable to the classes of labor to
collective bargaining agreements filed in accordance
be used for public works such as at the delivery site for the
with Labor Code Section 1773.8.
assembly and installation of the equipment or materials
under the purchase order. Pursuant to Section 1770 of the
it) Apprentices
California Labor Code, the Department of Industrial
Special attention is directed to Sections 1777.5, 1777.6,
Relations has ascertained the general prevailing rate of
and 1777.7 of the California Labor Code and Title 8,
wages in the county in which the work is to be done, to be as
California Administrative Code Section 200 at seq.
listed in the Department of Transportation booklet entitled
Each contractor and /or subcontractor must, prior to
General Prevailing Wage Rates. The booklet is compiled
commencement of the public works contractipurchase
monthly and copies of the same are available from the
order, contact the Division of Apprenticeship Standards,
Department of Industrial Relations, Prevailing Wage Unit at
525 Golden Gate Avenue, San Francisco, CA, or one of
www.dir.ca.gov (select Statistics & Research) or (415) 703-
its branch offices to insure compliance and complete
4774. The booklet is required to be posted at the job site.
understanding of the law regarding apprentices and
specifically the required ratio thereunder.
Responsibility for compliance with this section lies with
C) The contractor hereby certifies by signing his contract that
the prime contractor.
i) Contractor has met or will comply with the standards of
affirmative compliance with the Non -Discrimination
iii) Payroll
Clause Requirements included herein.
The contractor shall keep an accurate payroll record
ii) Contractor is aware of the provisions of Section 3700 of
showing the name, social security account, and work
the Labor Code which require every employer to
classification specific and straight time and overtime
be insured against liability for workmen's
hours worked by each employee. A certified copy of
compensation or to undertake self - insurance in
the employee's payroll record shall be available for
accordance with the provisions of that Code, and
inspection as specified in section 1776 of the California
contractor will comply with such provisions before
Labor Code.
commencing the performance of the work of the
purchase order.
53. CMAS Debarment Certification (Federally Funded Service
Contracts Over 510,000)
d) Laws to be Observed
When Federal funds are being x the
9 ended, F prospective
i) Labor
recipient of Federal assistance funds is required to certify to the
Pursuant to Section 1775 of the California Labor Code
buyer, that neither it nor its principals are presently debarred,
the contractor shall, as a penalty to the State or
suspended, proposed for debarment, declared ineligible, or
Political subdivision on whose behalf the purchase
voluntarily excluded from participation in this transaction by any
order is made or awarded, forfeit not more than fifty
Federal department or agency.
(550.00) for each calendar day, or portions thereof, for
each worker paid by him or subcontractor under him,
5a. CfdAS Termination of Contract
less than the prevailing wage so stipulated: and in
addition, the contractor further agrees to pay to each
a) The State may terminate this contract at any time upon one -
workman the difference between the actual amount
month prior written notice,
paid for each calendar day, or portions thereof, and the
stipulated prevailing wage rate for the same. This
b) If the contractor's GSA Multiple Award Schedule is
provision shall not appiv to properly indentured
terminated within the term of the California Multiple Award
apprentices.
Schedule, the California schedule shall also be considered
to be terminated on the same date.
Pursuant to Sections 1810 -1815 of the California Labor
Code, inclusive. it is further agreed that the maximum
hours a worker is to be employed is limited to eight
hours a day and forty hours a week and :he contractor
shall forfeit, as a penalty to the State, twenty -five (525)
for each worker employed in the execution of the
purchase order for each calendar day during which a
workman is required or permitted to labor more than
eight hours in any calendar day or more than forty
hours in any calendar week.. in violation of California
Labor Code Sections 1810.1815, inclusive.
ii) Worker's Compensation Insurance
The contractor will be required to secure the payment
of compensation to its employees in accordance with
the provisions of Labor Code Section 3700.
February 2001
b) Upon termination or other expiration of this contract. each
party will assist the other party in orderly termination of the
contract and the transfer of all assets, tangible and
intangible, as may facilitate the orderly. nondisrupted
business continuation of each party.
d) Prior to the expiration of this contract, this contract may be
terminated for the convenience of both parties by mutual
consent.
d) This provision shall not relieve the contractor of the
obligation to perom under any purchase order or other
similar ordering document executed prior to the termination
becoming effective.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
TERMS AND CONDITIONS
GENERAL PROVISIONS
55. CMAS Updates and /or Changes
a) A CMAS amendment is not required for updates and /or
changes once the update and /or change becomes effective
for the federal GSA schedule, except as follows:
i) A CMAS amendment is required when the contract is
based an products and/or services from another
contractor's multiple award contract and the contractor
wants to add a new manufacturer's products and /or
services.
ii) A CMAS amendment is required for new federal
contract terms and conditions that constitute a material
difference from existing contract terms and conditions.
A material change has a potentially significant effect on
the delivery, quantity or quality of items provided, the
amount paid to the contractor or on the cost to the
State.
iii) A CMAS amendment is required for changes to
contracts that require Prison Industry Authority
(PIA) approval,
b) A CMAS amendment is required to update and /or change
products and services on a non - federal GSA multiple award
contract.
C) A CMAS amendment is not required to update and /or
change products and services on Software Volume License
.Agreements.
56. CMAS Contract Amount
There is no minimum or maximum dollar amount specified by this
contract nor is there any guarantee of minimum purchase of
contractor's products or services by the State.
57, CMAS Purchase Order Limits
Unless otherwise stipulated in the CMAS contract, orders for
Information Technology products and /or services shall not exceed
$500,000 per transaction; orders for non - Information Technology
(commodities) products shall not exceed 5100,000 per
transaction, and orders for non - Information Technology services
shall not exceed S250,000 per transaction.
56. CMAS No Additional Costs
No additional costs beyond those identified in the contract shall
be incurred by the State for obtaining the products and services
offered.
59. CMAS Quarterly Reports
Contractors are required to submit a detailed report quarterly to
the DGS Procurement Division, CMAS Unit. 1500 5th Street,
Suite 116, Sacramento, 95614, Attention: Quarterly Report
Processing (IMS Code C -39). A separate report is required for
each contract, as differentiated by alpha suffix (if applicable).
Contractors with resel(ers are responsible for reporting reseller
ordering activity. Any report that does not follow the required
format or that excludes information will be deemed incomplete.
February 2001 10
New schedules for contractors with existing schedules and
extensions or renewals of existing schedules, will be approved
ONLY if the supplier has submitted to the CMAS Unit all quart
reports due. Each quarterly report is required within two weeks Of
the end of March, June September, and December of each
calendar year. A report is required even when there is no activity .
The report must include the agency name, purchase order
number, purchase order date, agency billing code, pre -tax total
order cost, agency contact name, address and phone number,
and total dollars for the quarter. Tax must NOT be included in the
quarterly report, even if the agency includes tax on the purchase
order.
60. CMAS Conflict of Terms
The California Multiple Award Schedule terms and conditions
shall prevail if there is a conflict between the terms and conditions
of the contractor's federal GSA (or other multiple award contract),
packaging, invoices, catalogs, brochures, technical data sheets or
other documents.
61. CMAS Purchase Orders Funded in Whole or Part by the Federal
Government
All contracts (including individual orders), except for State
construction projects, which are funded in whole or in part by the
federal government may be canceled with 30 days notice, and are
subject to the following:
a) It is mutually understood between the parties that this
contract (order) may have been written before ascertaining
the availability of congressional appropriation of funds, for
the mutual benefit of both parties, in order to avoid program
and fiscal delays which would occur if the contract (order)
were executed after that determination was made.
b) This contract (order) is valid and enforceable only if sufficient
funds are made available to the State by the United States
Government for the fiscal year during which the order was
generated for the purposes of this program. In addition, this
contract (order) is subject to any additional restrictions.
limitations, or conditions enacted by the Congress or any
statute enacted by the Congress which may affect the
provisions, terms or funding of this contract (order) in any
manner.
c) It is mutually agreed that if the Congress does not
appropriate sufficient funds for the program, this contract
(order) shall be amended to reflect any reduction in funds.
The department has the option to void the contract (order)
under the 30 -day cancellation clause or to amend the
contract to reflect any reduction of funds.
62. CMAS Conflict of Interest
a) Current State Employees (Public Contract Code Section
10410):
i) No officer or employee shall engage in any
employment, activity or enterprise from which the
officer or employee receives compensation or has a
finandal interest and which is sponsored or funded by
any State agency, unless the employment, activity Or
enterprise is required as a condition of regular State
employment.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
TERMS AND CONDITIONS
GENERAL PROVISIONS
ii) No officer or employee shall contract on his or her own 66. CMAS Risk of Loss or Damage
behalf as an independent contractor with any State
agency to provide goods or services. The State shall be relieved from all risks of loss or damage to the
equipment under this contract prior to delivery and /or installation
c) Former State Employees (Public Contract Code Section as defned in the actual purchase order except when such loss or
10411): _ damage is due to fault or negligence of the State.
i) For the two-year period from the date he or she left
State employment, no former State officer or employee
may enter into a contract in which he or she engaged in
any of the negotiations, transactions, planning,
arrangements or any part of the decision- making
process relevant to the contract while employed in any
capacity by any State agency.
ii) For the twelve -month period from the date he or she
left State employment, no former State officer or
employee may enter into a contract with any State
agency if he or she was employed by that State agency
in a policy- making position in the same general subject
area as the proposed contract within the twelve -month
period prior to his or her leaving State service.
63. CMAS Subcontracting Requirements
Any subcontractor that the CMAS supplier chooses to use in
fulfilling the requirements of this contract/purchase order, and
which is expected to receive more that ten (10) percent of value
of the contract/purchase order, must also meet all contractual,
administrative, and technical requirements of the
contracVpurchase order, as applicable.
64. CMAS Rental ,Agreements
The State does not agree to:
• Indemnify a contractor;
• Assume responsibility for matters beyond its control;
• Agree to make payments in advance:
• Accept any other provision creating a contingent liability
against the State: or
• Agree to obtain insurance to protect the contractor.
The State's responsibility for repairs and liability for damage or
loss is restricted to that made necessary by or resulting from the
negligent act or omission of the State or its officers, employees,
or agents.
If the contractor maintains the equipment, the contractor must
keep the equipment in good working order and make all
necessary repairs and adjustments without qualification. The
State may terminate for default or cease paying rent should the
contractor fail to maintain the equipment property,
Personal property taxes are not generaily reimbursed when
leasing equipment (SAM 6736).
65. CMAS Lease (Lease SMart TM)
I an agency desires to lease through Lease Stlart 1, the
contractor agrees to sell to lessor the assets at the same price as
they agree to sell to the State.
February 2001 11
67. CMAS Noncollusion Affidavit
Contractor hereby certifies that any quotation provided for a
CMAS order or project is not made in the interest of, or on behalf
of, any undisclosed person, partnership, company, association,
organization, or corporation; that the quotation is genuine and not
collusive or sham; that the contractor has not directly or indirectly
induced or solicited any other contractor to put in a false sham
quotation, and has not directly or indirectly colluded, conspired,
connived, or agreed with any contractor or anyone else to put in a
sham quotation, or that anyone shall refrain from quonog; that the
contractor has not in any manner, directly or indirectly, sought by
agreement, communication, or conference with anyone to fix any
overhead, profit, or cost element of the quoted price, of that of
any other contractor, or to secure any advantage against the
public body awarding the contract or anyone interested in the
proposed contract: that all statements in the quotation are true;
and, further, that the contractor has not, directly or indirectly,
submitted its quoted price or any breakdown thereof, of the
contents thereof, or divulged information or data relative thereto,
or paid, and will not pay, any fee to any corporation, partnership,
company, association, organization, quote depository, or to any
member of agent thereof to effectuate a collusive or sham
quotation.
66. Union Organizing
Contractor by signing this agreement hereby acknowledges the
applicability of Government Code Section 16645 through Section
16649 to this agreement.
a) Contractor will not assist, promote or deter union organizing
by employees performing work on a state service contract,
including a public works contract.
b) No state funds received under this agreement will be used to
assist, promote or deter union organizing.
c) Contractor will not, for any business conducted under this
agreement, use any state property to hold meetings with
employees or supervisors, if the purpose of suds meetings is
to assist, promote or deter union organizing, unless the state
property is equally available to the general public for holding
meetings.
d) if Contractor incurs costs, or makes expenditures to assist,
promote or deter union organizing, Contractor will maintain
records sufficient to show that no reimbursement from state
funds has been sought for these costs. and that Contractor
shall provide those records to the Attorney General upon
request.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
INFORMATION TECHNOLOGY
GENERAL TERMS AND CONDITIONS
1. Definitions
a) Acceptance Tests —Those tests performed during the
Performance Period which are intended to determine
compliance of equipment and software with the
specifications and all other attachments incorporated herein
by reference and to determine the reliability of the
equipment.
b) Application Program —A computer program which is
intended to be executed for the purpose of performing useful
work for the user of the information being processed.
Application programs are developed or otherwise acquired
by the user of the hardware /software system, but the
contractor may supply them.
c) Attachment —A mechanical, electrical, or electronic
interconnection to the contractor- supplied machine or
system of equipment, manufactured by other than the
original equipment manufacturer, that is not connected by
the contractor.
d) Data Processing Subsystem —A complement of contractor -
furnished individual machines, including the necessary
controlling elements (or the functional equivalent) and
operating software, if any, which are acquired to operate as
an integrated group, and which are interconnected entirely
by contractor- supplied power and /or signal cables; e.g.,
direct access controller and drives, a cluster of terminals with
their controller, etc.
e) Data Processing System (System) —The total complement of
contractor- fumished machines, including one or more central
processors (or instruction processors) and operating
software, which are acquired to operate as an integrated
group.
f) Designated CPU(s) —Far each product, the term
.'Designated CPUs) ", if applicable, means the central
processing unit of the computers or the server unit, including
any associated peripheral units. If no specific "Designated
CPU(s)- are specified on the contract, the term shall mean
any and all CPUs located at the site specified therein.
g) Documentation — Nonproprietary manuals and other printed
materials that are necessary or useful to the State in its use
or maintenance of the equipment or software provided
hereunder.
h) Eduioment —An all- inclusive term which refers either to
individual machines or to a complete data processing system
or subsystem, including its hardware and operating software
(If any).
i) Equipment Failure—A malfunction in the equipment,
excluding all external factors, which prevents the
accomplishment of the equipment's intended function(s). if
microcode or operating software residing in the equipment is
necessary for the proper operation of the equipment, a
failure of such microcode or operating software which
prevents the accomplishment of the equipment's intended
functions shall be deemed to be an equipment failure.
j) Facility Readiness Date —The date specified in the purchase
order or Statement of Work by which the State must have
the site prepared and available for equipment delivery and
installation.
February 2001 11
k) Hardware – Usually refers to computer equipment and is
contrasted with software. See also Equipment.
I) Installation Date —The date specified in the purchase order
or Statement of Work by which the contractor must have the
ordered equipment ready (certified) for use by the State.
m) Information Technology – includes, but is not limited to, all
electronic technology systems and services, automated
information handling, system design and analysis,
conversion of data, computer programming, information
storage and retrieval, telecommunications which include
voice, video, and data communications, requisite system
controls, simulation, electronic commerce, and all related
interactions between people and machines.
n) Information Technology Services – Services performed
directly an or pertaining to electronic technology and
telecommunications hardware, firmware, and software
including, but not limited to, computerized and auxiliary
automated information handling, system design and
analysis, data conversion, computer programming,
information storage and retrieval, voice, video, data
communications, requisite system controls, simulation,
electronic commerce, maintenance and repair, software
licensing and support, and training, and all related
interactions between people and machines. Also included
are services of an advisory nature requiring a recommended
course of action or personal expertise as it pertains to
information technology project and information technology
support functions.
o) Machine —An individual unit of a data processing system or
subsystem, separately identified by a type and /or model
number, comprised of but not limited to mechanical, electro-
mechanical, and electronic parts, microcode, and special
features installed thereon and including any necessary
software, e.g., central processing unit, memory module. tape
unit, card reader, etc.
p) tilachine Alteration —Any change to a contractor - supplied
machine which is not made by the contractor, and which
results in the machine deviating from its physical,
mechanical, electrical, or electronic (including microcode)
design, whether or not additional devices or parts are
employed in making such change.
q) Maintenance Diagnostic Routines —The diagnostic programs
customarily used by the contractor to test equipment for
Proper functioning and reliability.
r) Mean Time Between Failure (MTBFI —The average
expected or observed time between consecutive failures in a
system or component.
s) Mean Time to Recair (MTTR) —The average expected or
observed time required to repair a system or component and
return it to normal operation.
t) Coerating Software —Those routines, whether or not
identified as program products, that reside in the equipment
and are required for the equipment to perform its intended
function(s), and which interface the operator, other
contractor - supplied programs, and user programs to the
equipment.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
INFORMATION TECHNOLOGY
GENERAL TERMS AND CONDITIONS
u) Operational Use Time —For performance measurement ff) System – The complete collection of hardware, software,
purposes, that time during which equipment is in actual and services as described in this Contract, integrated and
operation by the State. For maintenance operational use functioning together, and performing in accordance with this
time purposes, that time during which equipment is in Contract.
actual operation and is not synonymous with power on
time. 2. Documentation
v) Performance Testing Period —A period of time during which
the Slate, by appropriate tests and production runs,
evaluates the performance of newly installed equipment and
software prior to its acceptance by the State.
w) Period of Maintenance Coverage —The period of time, as
selected by the State, during which the contractor provides
maintenance services for a fixed monthly charge, as
opposed to an hourly charge for services rendered. The
Period of Maintenance Coverage consists of the Principal
Period of Maintenance and any additional hours of coverage
per day, andlor increased coverage for weekends and
holidays.
x) Preventive Maintenance —That maintenance, performed on
a scheduled basis by the contractor, which is designed to
keep the equipment in proper operating condition.
y) Principal Period of Maintenance —Any nine consecutive
hours per day (usually between the hours of 7:00 a.m. and
6:00 p.m.) as selected by the State, including an official
meal period not to exceed one hour. Monday through Friday,
excluding holidays observed at the installation.
z) Programming Aids — Contractor- supplied programs and
routines executable on the contractor's equipment which
assists a programmer in the development of applications
including language processors, sorts. communications
modules, data base management systems, and utility
routines, (tape -to -disk routines, disk -to -print routines, etc.).
as) Program Product — Programs, routines, subroutines, and
related items which are proprietary to the contractor and
which are licensed to the State for its use, usually on the
basis of separately stated charges and appropriate
contractual provisions.
bb) Remedial Maintenance —That maintenance perfomed by
the contractor which results from equipment ( including
operating software) failure, and which is performed as
required, i.e., on an unscheduled basis.
cc) Site License —For each product, the term "Site License" shall
mean the license established upon acquisition of the
applicable number of copies of such product and payment of
the applicable license fees as set forth in the purchase order
or Statement of Work.
do) Software —An all- inclusive term which refers to any
computer programs. routines, or subroutines supplied by the
contractor, inducing operating software, programming aids,
application programs, and program products.
ee) Software Failure —A malfunction in the contractor- supplied
software, other than operating software, which prevents the
accomplishment of work. even though the equipment
(including its operating softwarel may still be capable of
operating properly. For operating software failure, see
definition of equipment failure.
February 2001 12
a) The contractor agrees to provide to the State, at no charge,
a number of all nonproprietary manuals and other printed
materials, as described within the purchase order or
Statement of Work, and updated versions thereof, which are
necessary or useful to the State in its use of the equipment
or software provided hereunder. The contractor agrees to
provide additional documentation at prices not in excess of
charges made by the contractor to its other customers for
similar documentation.
b) If the contractor is unable to perform maintenance or the
State desires to perform its own maintenance on equipment
purchased under this contract then upon written notice by
the State the contractor will provide at contractors then
current rates and fees adequate and reasonable assistance
Including relevant documentation to allow the State to
maintain the equipment based on contractor's methodology.
The contractor agrees that the State may reproduce such
documentation for its own use in maintaining the equipment.
If the contractor is unable to perform maintenance, the
contractor agrees to license any other contractor that the
State may have hired to maintain the equipment to use the
above noted documentation. The State agrees to include
the contractor's copyright notice on any such documentation
reproduced, in accordance with copyright instructions to be
provided by the contractor.
3. Limitation of Liability
a) Contractors liability for damages to the State for any cause
whatsoever, and regardless of the form of action, whether in
contract or in tort, shall be limited to the greater of $200.000
or the purchase price stated herein that are the subject
matter of or are directly related to the cause of action. In
those instances where contractor has failed to perform as
called for by the contract, the Limitation of Liability provided
above shall not limit any right to recover the 'Cost to Cover.'
'Cost to Cover' means the cost of procuring a machine or
machines of equivalent (not greater) capability, function, and
performance, less the contractor quote price.
b) The foregoing limitation of liability shall not apply to the
payment of costs and damage awards referred to in the
Paragraph of the General Provisions, entitled "Patent,
Copyright, and Trade Secret Protection', to claims covered
oy other specific provisions calling for liquidated damages or
specifying a different limit of liability, or to claims for injury to
persons or damage to property caused by contractor's
negligence. This limitation of liability does not apply to the
receipt of court costs or attorney's fees that might be
awarded by a court in addition to damages after litigation
based on this contract.
c) State's liability for damages for any cause whatsoever, and
regardless of the form of action whether in contract or in tart.
excluding negligence, shall be limited to the greater of
5200.000 or the ourchase price stated herein that are the
subject matter of or are directly related to the cause of
action,.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
INFORMATION TECHNOLOGY
GENERAL TERMS AND CONDITIONS
d) In no event will either the contractor or the State be liable for
consequential damages even if notification has been given
as to the possibility of such damages.
4. Rights in Data
a) All technical communications and records originated or
prepared by the contractor pursuant to this Contract
including papers, reports, charts, computer programs, and
other documentation, but not including contractor's
administrative communications and records relating to this
Contract shall be delivered to and shall become the
exclusive property of the State and may be copyrighted by
the State.
b) The ideas, concepts, know -how, or techniques relating to
data processing developed during the course of this Contract
by the contractor or jointly by the contractor and the State
can be used by either party in any way it may deem
appropriate.
c) All inventions. discoveries, or improvements of the computer
programs developed pursuant to this Contract shall be the
property of the State. The State agrees to grant a
nonexclusive royalty -free license for any such invention,
discovery, or improvement to the contractor program or any
other such person and further agrees that the contractor or
any other such person may sublicense additional persons on
the same royalty-free basis.
J) This Contract shall not preclude the contractor from
developing materials outside this Contract which are
competitive. irrespective of their similarib/ to materials that
might oe delivered to the State pursuant to this Contract.
5. Protection of Proprietary Software and Other Proprietary Data
a) State agrees that all material appropriately marked or
identified in writing as proprietary and furnished 'hereunder
are provided for State's exclusive use for the purposes of
this Contract only. All such proprietary data shall remain the
property of the contractor. State agrees to take all
reasonable steps to insure that such proprietary data are not
disclosed to others, without prior written consent of the
contractor, subject to the California Public Records Act.
b) The State will insure, prior to disposing of any media, that
any licensed materials contained thereon have been erased
or otherwise destroyed.
c) State agrees that it will take appropriate action by
instruction, agreement or otherwise with its emoloyees or
other persons permitted access to licensed software and
other proprietary data to satisry its obligations under this
Contract with respect to use, copying, modification,
protection and security of proprietary software and other
proprietary data.
February 2001 13
o. CMAS Follow -On Contracts for Consultant Services in Feasibility
Studies and EDP Acquisition (SAM 5202)
No person, firm, or subsidiary thereof who has been awarded a
consulting services contract, or a contract which includes a
consulting component, may be awarded a contract for the
provision of services, delivery of goods or supplies, or any other
related action which is required, suggested, or otherwise deemed
appropriate as an end product of the consulting services contract.
Therefore, any consultant that contracts with a state agency to
develop a feasibility study or provide formal recommendations for
the acquisition of information technology products or services is
precluded from contracting for any work recommended in the
feasibility study or the formal recommendation.
7. CMAS Progress Payments /Performance Bonds
In accordance with PCC 12112:
Any contract for information technology goods or services to be
manufactured or performed by the contractor especially for the
State and not suitable for sale to others in the ordinary course of
the contractor's business may provide, on the terms and
conditions that the department deems necessary to protect the
State's interests, for progress payments for work performed and
costs incurred at the contractor's shop or plant, provided that not
less than 10 percent of the contract once is required to be
withheld until final delivery and acceptance of the goods or
services, and provided further, that the contractor is required to
submit a faithful performance bond, acceptable to the
department, in a sum not less than one -half of the total amount
payable under the contract securing the faithail performance of
the contract by the contractor.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
INFORMATION TECHNOLOGY
PURCHASE SPECIAL PROVISIONS
1. Uquidated Damages
a) General
In the event that the contractor fails to deliver in accordance
with the contract requirements, the parties agree that the
delay will interfere with the proper implementation of the
State's programs, to the loss and damage of the State.
From the nature of the case, it would be impracticable and
extremely difficult to fix the actual damages sustained in the
event of any such delay. The State and contractor,
therefore, presume that in the event of any such delay the
amount of damage which will be sustained from a delay will
be the amounts set forth in the purchase order or Statement
of Work, and the State and the contractor agree that in the
event of any such delay, the contractor shall pay such
amounts as liquidated damages and not as a penalty.
Amounts due the State as liquidated damages may be
deducted by the State from any money payable to the
contractor. The State shall notify the contractor in writing of
any claim for liquidated damages pursuant to this paragraph
on or before the date State deducts such sums from money
payable to the contractor.
b) Delivery Delays
i) If the contractor does not deliver all the deliverables
listed on the purchase order or Statement of Work
ready for use in substantial accordance with the
contractors specifications, on or before the Delivery
Dates specified in the purchase order or Statement of
Work, the contractor shall be liable for liquidated
damages in the amounts specified in the purchase
order or Statement of Work, in lieu of all other damages
for such nondelivery. Liquidated damages shall accrue
for each calendar day between the Delivery Date
specified and the actual date of the delivery of such
deliverables or for 180 days, whichever occurs first. If
the contractor fails to provide the software listed in the
purchase order or Statement of Work by the specified
Delivery Date, but provides suitable substitution of
software acceptable to the State, liquidated damages
shall not apply to listed software for which substituted
software is provided.
q If the State Is unable to use the equipment on the
installation date because contractor failed to deliver the
software listed in the purchase order or Statement of
Work by the Delivery Date specified in the purchase
order or Statement of Work, and contractor does not
furnish suitable substitute software acceptable to the
State, liquidated damages for equipment noninstallation
shall be paid to the State in lieu of damages for
software nondelivery. Such liquidated damages shall
apply until the State uses the equipment or until
contractor provides the programming aids, program
products, or applications which would render the
equipment usable, whichever occurs first, but not for
more than 180 calendar days.
_. Title to Equipment
Unless otherwise specified in the purchase order or Statement of
Work, title to the equipment shall remain in the contractor and
assigns. if any, until such time as successful acceptance testing
has been achieved. Title to a special feature installed on a
machine and for which only a single installation charge was paid
shall pass to the State at no additional charge. together with title
to the machine on which it was installed.
February 2001 14
3. Price Decline (Applicable to Third Party Contractors)
Prices quoted shall be the maximum for the contract period
subject to any price escalation provisions reflected in the contract.
However, should a price decline be announced by the
manufacturer after contract award, but prior to a third party
contractor taking title to the equipment, and should the third party
contractor be the recipient of this manufacturer's price decline, it
shall be passed on in total to the State by the third party
contractor. Any interest, finance, or other charges based on the
contract price will be recomputed using the original quote rates
and the differences will also be passed to the State in total.
4. Price Decline (Applicable to Manufacturers)
Prices quoted shall be the maximum for the contract period
subject to any price escalation provisions reflected in the contract.
However, should the manufacturer announce a price decline after
contract award, but prior to the State taking title to the equipment,
the manufacturer shall pass it on in total to the State. Any
interest, finance, or other charges based on the contract price will
be recomputed using the original quote rates and the differences
will also be passed to the State in total.
5. CMAS Connection Paints for Central Processor Evaluation
Equipment
If requested by the State, the contractor agree to identify, on all
items of equipment supplied under this contract, all appropriate
test points for connecting one of the commercially available
hardware monitors designed to measure system activity.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
INFORMATION TECHNOLOGY
' MAINTENANCE SPECIAL
PROVISIONS
AGENCIES SHOULD DEVELOP AND INCLUDE A STATEMENT OF
4, Maintenance Coverage
WORK (SOW) WITH THE PURCHASE ORDER.
a) Period of maintenance coverage:
t. Maintenance of Equipment
1) The State may select a period or periods of
The contractor is responsible under this contract to maintain the
maintenance coverage, as provided for in the contract
equipment identified in the purchase order or Statement of Work.
and stated in the Statement of Work, in accordance
The contractor shall keep the equipment in good operating
with the following:
condition and shall always be responsive to the maintenance
A minimum monthly maintenance charge entitles
requirements of the State. Equipment maintenance shall be
the State to maintenance coverage during the
provided in accordance with this contract, with the period of
Principal Period of Maintenance.
maintenance coverage, locations, etc. listed in the purchase order
The State may select in lieu of the hours available
or Statement of Work.
for the minimum monthly maintenance charge,
one or more of the optional periods of
2. Responsibilities of the Contractor
maintenance coverage for an additional charge as
shown in the contract.
a) This maintenance service includes the following and may be
ii) The hours of maintenance coverage for a machine on
further described in the purchase order or Statement of
Monday through Friday shall be the same each day and
Work:
the hours on Saturday and Sunday shall be the same
i) Scheduled preventive maintenance based upon the
hours on all Saturdays or Sundays. All machines
specific needs of the individual machines as
covered under this contract must have a simultaneous
determined by manufacturer,
span of time within the selected periods of maintenance
ii) Unscheduled, on -call remedial maintenance. Such
coverage, at least equal to the shortest period offered
maintenance will include lubrication, adjustments, and
for any machine in the system.
replacement of maintenance parts deemed necessary
iii) The State may change its selected period of
by the contractor.
maintenance coverage by giving contractor fifteen (15)
b) Maintenance parts will be furnished by contractor and will be
days prior written notice.
new or equivalent to new in performance when used in these
machines. Replaced maintenance parts become the
b) Preventive Maintenance (scheduled)
property of the contractor.
Preventive maintenance can either be performed within or
c) Preventive maintenance shall be performed on a schedule
outside of the Princioal Period of Maintenance (PPM). An
which is mutually acceptable to the State and the contractor,
additional charge may be made for preventive maintenance
which is consistent with the State's operating requirements,
to be performed outside of the PPM, as set forth in the
and which is based upon the specific needs of the
contract. No additional charge shall be made for preventive
equipment as determined by the manufacturer. Such
maintenance that is to be perfoned within the PPM.
schedules shall be in writing and shall specify the frequency
and duration of preventive maintenance for the equipment in
c) Remedial Maintenance (unscheduled)
the purchase order or Statement of Work.
d) Remedial maintenance shall be commenced promptly after
i) Remedial maintenance shall be performed after
notification by an authorized State representative that
notification by authorized State personnel that the
equipment and /or software are inoperative.
equipment is malfunctioning.
ii) The contractor snail provide the State with a designated
3. Responsibilities of the State
point of contact and will initiate the remedial
maintenance.
a) The State shall provide an appropriate operating
in) There shall be no additional maintenance charges for:
environment, including temperature, humidity, and electrical
power, in accordance with the environmental requirements
Remedial maintenance during the period of
contained in the contractor's published specifications for the
maintenance coverage unless the remedial
equipment listed on the purchase order or Statement of
maintenance is due to the fault or negligence of
Work.
the State.
b) Unless mutually agreed to by the contractor and the State,
State personnel will not perform maintenance or attempt
Time spent by maintenance personnel after arrival
repairs to the equipment while such equipment is governed
at the site awaiting the arrival of additional
by the terms of this contract.
maintenance personnel and /or delivery of parts,
C) Subject to the State's security regulations, the contractor
etc., after a service tail has been commenced.
shall have full anc free access to the machines to provide
service thereon.
• Remedial maintenance required because the
scheduled preventive maintenance preceding the
malfunction had not been performed, unless the
- State had failed to provide access to the
equipment.
• For time of delay beyond the PPM, contractor
shall continue to perform maintenance for the
same amount of time outside the covered period
without additional charge to the State.
February 2001 15
5.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
INFORMATION TECHNOLOGY
MAINTENANCE SPECIAL PROVISIONS
The first hour of work performed when remedial
maintenance service is requested during the
covered period of maintenance and the actual
work is begun outside such period.
Maintenance Charges
a) The maintenance charges described include all maintenance
costs, and the State will pay no additional charges unless
specifically set forth in this contract. Maintenance rates shall
be firm for the contract period subject to any maximum
annual maintenance escalation as set forth in the contract.
b) Maintenance charges for fractions of a calendar month shall
be computed at the rate of 1/30 of the applicable Total
Monthly Maintenance Charge, for each day maintenance
was provided.
c) There will be no charge for travel expense associated with
maintenance service or programming service under this
contract except that actual travel expenses will be charged in
those instances where the site at which the machine is
located is not normally accessible by private automobile or
scheduled public transportation.
6. Maintenance Credit for Inoperative Machines
The contractor shall grant a proportionate maintenance credit on
a machine shown in the purchase order or Statement of Work
when the machine is inoperative for consecutive scheduled work
periods totaling 24 hours from the time the State notifies the
contractor the machine was inoperative, provided (1) the machine
became inoperative through no fault of the State, and (2) the
breakdown was attributable to equipment failure. The credits to
be granted by the contractor to the State shall be as rerfected in
the purchase order or Statement of Work.
?. Engineering Changes
Engineering changes, determined applicable by contractor, will be
controlled, and installed by contractor on equipment covered by
this contract. The State may elect to have only mandatory
changes, as determined by contractor, installed on machines so
designated. A written notice of this election must be provided to
the contractor for confirmation. There shall be no charge for
engineering changes made. Any contractor- initiated change shall
be installed at a time mutually agreeable to the State and the
contractor. Contractor reserves the right to charge, at its then
current time and material rates. for additional service time and
materials required due to noninstallation of applicable engineering
changes after contractor has made a reasonable effort to secure
time to install such changes.
8. Relocation of Equipment
a) In the event the equipment being maintained under the
terms and conditions of this contract is moved to another
location within the State of California, the contractor shall
continue to maintain the equipment at the new location.
February 2001 16
b) The charges of the contractor to dismantle and pack the
equipment and installation at the new location shall be at the
rates set forth in the contract. The State agrees to pay all
costs incidental to any move, including costs for packing,
crating, rigging, transportation, unpacking, uncrating,
insurance, installation, and State and local sales tax, if any;
unless the federal GSA (or other base contract) stipulates
otherwise.
c) If contractor is responsible for the move, no re-certification
charges to confirm continued maintenance eligibility would
be applicable. If the move is conducted by other than
contractor, State agrees to pay re- certification charges to
contractor at rates set forth in the contract.
9. Termination
Notwithstanding the Termination for Convenience provisions
contained in the General Provisions, upon thirty (30) days'
written notification to the contractor, State may terminate, at no
cost to the State, maintenance for all or any portion of the
equipment identified in the purchase order or the Statement of
Work.
• CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
INFORMATION TECHNOLOGY
• PERSONAL SERVICES SPECIAL PROVISIONS
AGENCIES MUST DEVELOP AND INCLUDE A STATEMENT OF 3. Unanticipated Tasks
WORK (SOW) WITH THE PURCHASE ORDER (SEE BELOW).
1. Personnel
a) Contractor personnel shall perform their duties on the
premises of the State, during the State's regular work days
and normal work hours, except as may be specifically
agreed to otherwise by the State.
b) The State reserves the right to disapprove the continuing 4.
assignment of contractor personnel provided to the State
under this contract. If the State exercises this right, and the
contractor cannot immediately replace the disapproved
personnel, the parties agree to proceed with any equitable
adjustment in schedule or other terms that may be affected
thereby.
c) The contractor will make every effort consistent with sound
business practices to honor the specific requests of the State
with regard to assignment of its employees; however the
contractor reserves the sole right to determine the
assignment of its employees. If a contractor employee is
unable to perform due to illness, resignation, or other factors
beyond the contractor's control, the contractor will make
every reasonable effort to provide suitable substitute
personnel,
d) In recognition of the fact that contractor personnel providing
services under this contract may perform similar services
from time to time for others, this contract shall not prevent
contractor from performing such similar services or restrict
contractor from using the personnel provided to the State
under this contract, providing that such use does not conflict
with the performance of services under this contract.
2. Responsibilities of the State
a) The State shall provide normal office working facilities and
equipment necessary for contractor performance under this
contract. Any special requirements (e.g., reprographic
services, computer time, key data entry, etc.) shall be
identified in the purchase order or Statement of Work.
b) The State is responsible for providing required information,
data, documentation, and test data to facilitate the
contractors performance of the work, and will provide such
additional assistance and services as is specifically set forth
in the purchase order or Statement of Work.
c) Delay or failure by the State to fulfill the above described
responsibilities, such that the contractor is prevented from
performing in accordance with the applicable purchase order
or Statement of Work. may result in additional costs to the
State and deviations from previously agreed upon work
schedules. Should the contractor determine that a delay
exists, or is probable due to failure of the State, the
contractor will notify the State in writing immediateiy.
February 2001 17
In the event that additional work must be performed which was
wholly unanticipated, and which is not specified in the purchase
order or Statement of Work, but which in the opinion of both
parties is necessary to the successful accomplishment of the
general scope of work outlined, the agency must prepare an
amendment to the purchase order to include the unanticipated
work before the contractor can commence with the work.
Invoicing and Payment for Services
a) During the execution of each task which involves the delivery
to the State of identified deliverable items, the contractor
may submit periodically to the State invoices reflecting a pro -
rata cost of the task, determined on the basis of the lesser of
either:
i) The number of deliverables provided to the State
divided by the total number of deliverables required to
be delivered to the State, less the percentage specified
in the statement of work, less any amounts previously
invoiced; or
ii) The number of work -hours expended by the
contractor in the performance of the task divided
by the number of work hours scheduled for the
task, less the percentage specified in the
statement of work, less any amounts previously
invoiced.
b) For those tasks which do not involve delivery to the State of
identified deliverable items, but which are of a continuing
nature, the contractor may submit invoices reflecting a pro-
rata cost of the task, less the percentage specified in the
statement of work, but no less than 10 percent, less any
amount previously invoiced. Actual progress payment
amounts for such tasks must be based on at!east equivalent
services renderea, and to the extent practicable, will be
keyed to clearly identifiable stages of progress as reflected
in written reports submitted with the invoices.
c) Upon completion of a task to the satisfaction of the State.
the full charge for such task, less amounts previously
invoiced to the State may be submitted for payment.
However, this is only applicable when the benefits of
completion of a task can he fully utilized without completion
of a subsequent task.
d) Invoices prepared in accordance with this provision wiil not
be submitted more frequently than monthly to the State.
_) In the aggregate, invoices reflecting progress payments will
not exceed 90 percent of the ceiling amount of the contract,
with the balance to be invoiced upon satisfactory completion
of the contract.
See Information Technology General Terms and Conditions for
CMAS Progress Payments / Perfcrmance Bonds.
5. Contractor Evaluation
In accordance with the California Government Code, contractor
performance evaluation will be completed within the guidelines of
the State Contracting Manual, Section 9.08. The State -
contracting agency, upon contract completion, will complete and
forward the contractor evaluation to the Departrrlent of General
Services. Office of Legal Services.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
INFORMATION TECHNOLOGY
PERSONAL SERVICES SPECIAL PROVISIONS
6. Statement of Work (SOW)
Any Statement of Work attached hereto may consist of a detailed
statement of the purpose, objective, or goals to be undertaken by
the contractor, the job classification or approximate skill level of
the personnel to be made available by the contractor, an
identification of all significant material to be developed by the
contractor and delivered to the State, an identification of all
significant materials to be delivered by the State to the contractor,
an estimated time schedule for the provisions of these services by
the contractor, completion criteria for the work to be performed,
the name or identification of the contractor personnel to be
assigned, the contractor's estimated work hours required to
accomplish the purpose, objective or goals, the contractors billing
rates per work hour (as provided in the contract), and the
contractor's estimated total cost.
February 2001 is
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
INFORMATION TECHNOLOGY
SOFTWARE SPECIAL PROVISIONS
AGENCIES SHOULD DEVELOP AND INCLUDE A STATEMENT OF
4. Maintenance
WORK (SOW) WITH THE PURCHASE ORDER.
a) The correction of any residual errors in any Software Product
1. License Grant
that may be discovered by contractor or by the State will be
considered maintenance. Such maintenance -will be
a) Contractor hereby grants to the State and the State accepts
performed by contractor without additional charge for the
from contractor, subject to the terms and conditions of this
duration of this contract. Suspected errors discovered by the
contract, a non - exclusive, non - transferable license to use the
State in the Software Products will be handled by the
Software Products listed in the purchase order or Statement
following procedures:
of Work of this contract (hereinafter referred to as "Software
i) A listing of the output and a copy of the identical input
Products ").
data in machine - readable form will be submitted to
contractor along with a completed copy of the
b) State may use the Software Products in the conduct of its
appropriate contractor information form and, if
own business, and any division thereof.
appropriate, a listing of the contents of the memory of
the CPU at the time the error condition was noted.
c) The license granted above authorizes the State to use the
it) Errors in the Software Product as verified by contractor
Software Products in machine - readable form on the
will be corrected by providing a new copy of said
computer system located at the site(s) specified in the
Software Product (or of the affected portions) in
purchase order or Statement of Work. Said computer
machine - readable form.
system and its associated units (collectively referred to as
iii) The contractor shall attempt to correct Software
CPU) are as designated in the purchase order or Statement
Product errors within a reasonable time.
of Work. If the designated CPU is inoperative due to
malfunction, the license herein granted shall be temporarily
b) Contractor will be available to assist the State in isolating
extended to authorize the State to use the Software
and correcting error conditions caused by the State's
Products, in machine - readable form, on any other State CPU
particular hardware or operating system at rates in
until the designated CPU is returned to operation.
accordance wit the contract.
d) By pror written notice, the State may redesignate the CPU
c) If contractor is called upon by State to correct an error
in which the Software Products are to be used. The
caused by State's negligence, modification by State, State
redesignation will be effective upon the date specified in the
supplied data, machine or operator failure, or due to any
notice of redesignaticn.
other cause not inherent in the original Software Products,
contractor reserves the right to charge State for such service
2. Encryption /CPU ID Authorization Codes
at rates provided in the contract.
a) When Encryption/CPU Identification (ID) authorization codes
5. Acceptance of Software
are required to operate the Software Products, the contractor
will provide all codes to the State with delivery of the
The State shall be deemed to have accepted each Software
software.
Product unless State, within thirty (30) days from the Installation
Date, gives contractor written notice to the effect that the
b) In case of an inoperative CPU as defined in paragraph 1c.
Software Product fails to conform to the functional and
above, contractor will provide a temporary encryption /CPU
performance specifications of this contract. Contractor will, upon
ID authorization code to the State for use on a temporarily
receipt of such notice, investigate the reported deficiencies. The
authorized CPU until the designated CPU is returned to
rights of the parties shall be governed by the following:
operation.
a) If it is found that the Software Product fails to conform to the
c) When changes in designated CPUs occur, the State will
contract requirements, and contractor is unable to remedy
notify the contractor via telephone and /or facsimileie -mail of
the deficiency within the timeframe identified in the purchase
such change. Upon receipt of such notice, contractor will
order or Statement of Work, State shall return all material
issue via telephone and /or facsimileie -mail to the State
furnished hereunder. The State shall have the option of
within 24 hours, a temporary encryption ID authorization
accepting substitute software (as available in the CMAS
code for use on the newly designated CPU until such time
contract), terminating this portion of the contract, or
as a permanent code is assigned.
terminating this contract in its entirety and placing the
contractor in default.
3. Fees and Charges
b) If it is found that the Software Product fails to conform to the
Upon acceptance of Software by State, in accordance with
contract requirements and the contractor within sixty (60)
Paragraphs s herein and the ourchase order or Statement of
days of receipt of the above said notice corrects the
Work. State will pay the license fee or recurring charge for the
deficiencies in the Software Product, the State will provide
Software Products as set forth in purchase order or Statement of
contractor with written acknowiedgement of its acceptance
Work. Charges will commence on the Acceptance Date as
of said Software Product.
established in the purchase order or Statement of Work. The
_
contractor shall render invoices for recurring charges or single
charges in the month following the month in which the charges
c) If it is found that the Software Product does, in fact, conform
accrue.
to the contract requirements, the State shall reimburse
contractor for the time and material cost of the investigation
at contractor's rates in accordance with the contract.
February 2001 19
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
INFORMATION TECHNOLOGY
SOFTWARE SPECIAL PROVISIONS
6. Right To Copy or Modify
a) Any Software Product provided by contractor in
machine - readable form may be copied. in whole or in part, in
printed or machine- readable form for use by the State with
the designated CPU, to perform one -time benchmark tests,
for archival or emergency restart purposes, to replace a
worn copy, to understand the contents of such
machine - readable material, or to modify the Software
Product as provided below; provided, however, that no more
than the number of printed copies and machine - readable
copies as specified in the purchase order or Statement of
Work will be in existence under this contract at any one time
without prior written consent from contractor. The contractor
shall not unreasonably withhold such consent. The original,
and any copies of the Software Product. in whole or in part,
which are made hereunder shall be the property of the
contractor.
b) The State agrees to keep any such copies and the original at
a mutually designated State location, except that the State
may transport or transmit a copy of the anginal of any
Software Product to another State location for backup use
when required by CPU malfunction, provided the copy or the
original is destroyed or returned to the designated location
when the malfunction is corrected.
c) The State may modify any non - personal computer Software
Product in machine- readable form, for its own use and
merge it into other program material. Any portion of the
Software Product included in any merged program material
shall be used only on the designated CPUs and shall be
subject to the terms and conditions of this contract.
7. Future Releases
If improved versions of any Software Product are developed by
contractor, and are made available to other licensees, they will be
made available to the State at the State's option at the contract
once or tower.
8. .Acceptance Testing for Software (other than Operating Software)
a) Acceptance testing is required for all contractor- supplied
software supplied under this contract and listed on the
purchase order or Statement of Werk, including all software
initially installed, improved versions (new releases) of this
software, any such software which has been altered
(modified) by the contractor to satisfy State requirements,
and any substitute software provided by the contractor in lieu
thereof, unless purchase order or Statement of Work
provides otherwise. The purpose of the Acceptance Test is
to ensure that the software operates in substantial accord
with the contractor's technical scecficatons and meets the
Stare's performance specifications. The specific procedures
for the accomplishment of such tests are contained in the
purchase order or Statement of Work.
b; When contractor has notified the State in writing that the
software is installed and ready for use, or if instaiiaticn is not
required by contractor, when software has been delivered to
State, the State shall begin Acceptance Testing on the first
State workday following such certification or delivery, unless
otherwise provided in the purchase order or Statement of
Work.
February 2001 20
c) If successful completion of the Acceptance Test is not
attained within the timeframe as specified in the purchase
order or Statement of Work, the State shall have the option
to request substitute software, cancel that portion of the
contract that relates to the unaccepted software, or continue
the Acceptance Tests. The State's option shall remain in
effect until such time as the tests are successfully
performed, or the timeframe as specified in the purchase
order or Statement of Work, whichever occurs first If the
Acceptance Tests have not been successfully performed
prior to the expiration of the timeframe specified in the
purchase order or Statement of Work, that portion of the
contract which relates to the unaccepted software shall be
canceled, unless both parties agree to the continuation of
the tests or to the delivery of substitute software. If the
unaccepted software (or its functional equivalent) is crucial
to the accomplishment of the work for which the equipment
was acquired, and is so identified in the purchase order or
Statement of Work, the State shall have the option of
terminating the entire contract in accordance with the
Termination for Default provision in the contract
d) Unless otherwise provided in the purchase order or
Statement of Work, software shall not be accepted by the
State and no charges associated with such software shall be
paid by the State until the software has satisfactorily
completed the Acceptance Tests. Immediately upon
successful completion of the Acceptance Testing, the State
shall notify the contractor in writing of the acceptance of the
software and authorize appropriate payment
9. CMAS Subscriptions
Software maintenance and license fees, which are considered a
subscription, may be paid in advance if a provision addressing
payment in advance is included in the contract or purchase order.
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