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Home My WebLink About2021-02-23 - AGENDA REPORTS - CYNCNTRY CMTY CENTER FURNITURE AND SUPPLIES (2)Agenda Item: 14 P CITY OF SANTA CLARITA AGENDA REPORT CONSENT CALENDAR CITY MANAGER APPROVAL:1 DATE: February 23, 2021 SUBJECT: CANYON COUNTRY COMMUNITY CENTER FURNITURE AND SUPPLIES DEPARTMENT: Recreation and Community Services PRESENTER: Lance O'Keefe RECOMMENDED ACTION City Council: 1. Approve the "piggback" purchase of furniture and facility supplies from Mity-Lite, Inc., for the Canyon Country Community Center, Project F3020723, through the California Multiple Award Schedule Contract# 4-17-71-01118, in the amount of $108,967, and authorize a contingency in the amount of $10,897, for a total amount not to exceed $119,864. 3. Authorize the City Manager or designee to execute all documents, subject to City Attorney approval. BACKGROUND On June 28, 2016, the City Council approved the Conceptual Master Plan (Plan) for the Canyon Country Community Center (C4) project. The Plan includes the construction of a 25,000 square - foot community center, plaza and courtyards, parking, walkways, landscaping, and street improvements. The Plan also includes improvements to the Mint Canyon Channel and storm drains which were coordinated with the Los Angeles County Flood Control District. The total improved area of the project, including channel improvements, is approximately nine acres. The new C4 facility is expected to open to the public in fall 2021, and will provide numerous community programs, special events, and outdoor activities for people of all ages. Furniture and facility equipment are needed to offer a wide variety of programs and services to the community. The purchase will include banquet style tables and upholstered chairs to facilitate meetings and special events in the large banquet room; program tables and chairs to facilitate recreational programs, including arts and crafts, preschool classes, and homework help for local youth and teens; and storage racks to safely transport furniture and store equipment in storage closets. Page 1 Packet Pg. 70 On July 11, 1995, the City Council approved the use of "piggyback" purchasing. This process permits the City to place orders against a competitively awarded, existing public agency contract. The California Multiple Award Schedule (CMAS) Contract 4-17-71-01118 was competitively solicited through a nationwide bid process and is valid through April 30, 2021, allowing the City to take advantage of an existing process. After performing a cost analysis and reviewing commercial list pricing for comparable furniture from other sources, staff have determined that the CMAS cooperative purchasing contract with Mity-Lite, Inc., provides competitive pricing and the best value to the City. FISCAL IMPACT Upon approval of the recommended actions, adequate funds will be available in expenditure account F3020723.5201.001 to support the recommended furniture purchase. ATTACHMENTS Quote CMAS for Mity Lite (available in the City Clerk's Reading File) Page 2 Packet Pg. 71 14.a QUOTE ACKNOWLEDGEMENT THIS IS NOT AN INVOICE Mi TY holsag, Sales Quote Number: Mity Customer Number: SQ01008-5 178842 Page: 1 Of 3 IIII IIII lr .., Illy lr .., a li Illr . l° Illy .. �° lr . III°i Illy . o IIII° IIII . � IIII . � IIII Illy c. I""Ill his quote collitalins qeiiielicitelins fol, Ill budget Ill uurlll e . I""III e l3iroduct detaflsuinuIII e c oiir1plletedIll l i u, to youl, oirdell, belilig 1pIlaced. Bill Sell Ship To: CITY OF SANTA CLARITA To: CITY OF SANTA CLARITA To: CITY OF SANTA CLARITA Gloria Tonoian Gloria Tonoian Gloria Tonoian 23920 VALENCIA BLVD. # 120 23920 VALENCIA BLVD. # 120 23920 VALENCIA BLVD. # 120 06 SANTA CLARITA, CA 91355 SANTA CLARITA, CA 91355 SANTA CLARITA, CA 91355 United States United States United States c6z Ship Via Quote Expires Payment Terms Sales Person ORIGIN, Freight Prepaid 12/18/2020 Net 30 Days John King Item No. Description UOM QTY Unit Price Total Price C) CHSSU SWIFTSET FOLDING CHAIR UPHOLSTERED Each 90 $85.52 $7,696.80 Universal Raven vinyl on the seat and back Silver AR frame color LCT72CWL11 REVEAL ROUND 72" COLOMBIAN WALNUT TABLE 29" TALLBLACK Each 35 $709.70 $24,839.50 SAND FRAME & LEGS REVEAL ROUND 72" COLOMBIAN WALNUT TABLE 29" TALL BLACK SAND FRAME & LEGS C) RT3072SGB401 ABS RT3072 SMOOTH SPECKLE GRAY TOP/BLK BTM TABLE29" TALL, Each 20 $185.36 $3,707.20 GREY TRIM & BLACK WISHBONE LEGS RT3072BRN1 30 IN X 6 FT BROWN RECT TBL;29" TALL WITH BROWNTRIM;BROWN, Each 40 $165.36 $6,614.40 CY WISHBONE LEGS 08 CRT5WCHHTBLK2 COMFORT SEATING CART-5 WHEEL, BLACK; HOLDS 8G2 OR 10 Each 2 $240.30 $480.60 ENCORE, CLASSIC, E2, OR ACCESS CHAIRS COMFORT SEATING CART-5 WHEEL, BLACK; HOLDS 8 G2 OR 10 ENCORE, CLASSIC, E2, OR ACCESS CHAIRS CRTTREE1 MULTI FUNCTION TREE CART;MESH AND SWIFTSET FLDGCHRS Each 1 $466.65 $466.65( THANK YOU FOR CHOOSING MITYI Subtotal $99,912.69 Sales Tax $9,054.21 Quote Total $108,966.90 Signature: Date: * NET Pricing Applied. * Quotes are valid for 30-days. * Delivery is Dock -to -Dock. * Sales Tax may be applicable. * All orders are subject to 50% prepayment terms. Lead time is measured from receipt of prepayment. * Customer is responsible for offloading order at delivery time unless otherwise prearranged. * Mity, Inc. charges a 3% processing fee for all credit card payments. MMi Lite Inc. P.O. BOX 679303, Dallas, TX, 75267-9303 US I PHONE 801-224-0589 FAX 801-224-6191 Packet Pg. 72 14.a QUOTE ACKNOWLEDGEMENT THIS IS NOT AN INVOICE Mi TY holsag, Sales Quote Number: Mity Customer Number: SQ01008-5 178842 Page: 2 Of 3 y a li Illr . l° Illy .. �° lr . III°i Illy IIII IIII Illy .. � Illy Illy . � IIII°IIII'y IIII . � Illly . � Illly Illy c. I""Ill his quote collitalins qeiiielicitelins fol, Ill budget Ill uurlll e . I""III e l3iroduct detaflsui luIII e c oiir1plletedIll l i u, to y u 1, oirdell, belilig 1pIlaced. Bill Sell Ship To: CITY OF SANTA CLARITA To: CITY OF SANTA CLARITA To: CITY OF SANTA CLARITA Gloria Tonoian Gloria Tonoian Gloria Tonoian 23920 VALENCIA BLVD. # 120 23920 VALENCIA BLVD. # 120 23920 VALENCIA BLVD. # 120 SANTA CLARITA, CA 91355 SANTA CLARITA, CA 91355 SANTA CLARITA, CA 91355 United States United States United States Ship Via Quote Expires Payment Terms Sales Person ORIGIN, Freight Prepaid 12/18/2020 Net 30 Days John King Item No. Description UOM QTY Unit Price Total Price MULTI FUNCTION TREE CART;MESH AND SWIFTSET FLDG CHRS CRTXPTV30S SPACE SAVER TABLE CART 30" TABLE SINGLE ENTRY Each 6 $595.35 $3,572.10 SPACE SAVER TABLE CART 30" TABLE SINGLE ENTRY XPTR31 ROUND TABLE CART 31" WIDE SIDES/BEAM PACKAGENO PLATES, Each 5 $624.60 $3,123.00 CONTAINS TR10L & TR31 W ROUND TABLE CART 31" WIDE SIDES/BEAM PACKAGE NO PLATES, CONTAINS TR10L & TR31 W SPS3108D XPRESSPORT ROUND CART 31" WIDE SEPARATOR PLATE SETDOUBLE Each 5 SLOT - 8 CAPACITY DRAWING NO XT098 XPRESSPORT ROUND CART 31" WIDE SEPARATOR PLATE SET DOUBLE SLOT - 8 CAPACITY SPS3108D - Separator Plate set 31 W DS-8C RT1896SGB4003 ABS RT1896 SMOOTH SPECKLE GRAY TOP/BLK BTM TABLE 29" TALL, Each 12 $183.66 $2,203.92 GREY TRIM & BLACK OFFSET CONF LEGS Subtotal $99,912.69 Sales Tax $9,054.21 THANK YOU FOR CHOOSING MITYI Quote Total $108,966.90 Signature: Date: * NET Pricing Applied. * Quotes are valid for 30-days. * Delivery is Dock -to -Dock. * Sales Tax may be applicable. * All orders are subject to 50% prepayment terms. Lead time is measured from receipt of prepayment. * Customer is responsible for offloading order at delivery time unless otherwise prearranged. * Mity, Inc. charges a 3% processing fee for all credit card payments. MMi Lite Inc. P.O. BOX 679303, Dallas, TX, 75267-9303 US I PHONE 801-224-0589 FAX 801-224-6191 Packet Pg. 73 14.a QUOTE ACKNOWLEDGEMENT THIS IS NOT AN INVOICE Mi TY holsag, Sales Quote Number: Mity Customer Number: SQ01008-5 178842 Page: 3 Of 3 a li Illr . l° Illy .. �° lr . III°i Illy IIII IIII Illy .. � Illy Illy . � IIII° IIII . � IIII . � IIII Illy c. I""Ill his quote collitalins qeiiielicitelins fol, Ill budget Ill uurlll e . I""III e l3iroduct detaflsui luIII e c oiir1plletedIll l i u, to youl, oirdell, belilig 1pIlaced. Bill Sell Ship To: CITY OF SANTA CLARITA To: CITY OF SANTA CLARITA To: CITY OF SANTA CLARITA Gloria Tonoian Gloria Tonoian Gloria Tonoian 23920 VALENCIA BLVD. # 120 23920 VALENCIA BLVD. # 120 23920 VALENCIA BLVD. # 120 SANTA CLARITA, CA 91355 SANTA CLARITA, CA 91355 SANTA CLARITA, CA 91355 United States United States United States Ship Via Quote Expires Payment Terms Sales Person ORIGIN, Freight Prepaid 12/18/2020 Net 30 Days John King Item No. Description RTS2448SBEl ABS RTS2448 SMOOTH SPECKLE BEIGE TOP & BTM TABLEBROWN TRIM, BROWN SHORT ADJ LEGS, 19-32" HEIGHT CLHG0600000497OW50 CLASSIC HOURGLASS CHAIR Finish: Black Sand Back: Fixed Seam Style: Waterfall Leg: Standard Chair Upholstery: • Linette - Steel, I -Clean RT3072SGB12 ABS RT3072 SMOOTH SPECKLE GRAY TOP/BLK BTM TABLEBLACK TRIM, BLACK SHORT ADJ LEGS, 19-32" HEIGHT Freight - 53' truck & Lumber service NOTE: Inside Delivery Requested 1stfloor CMAS contract #4-17-71-0111 B THANK YOU FOR CHOOSING MITYI UOM QTY Unit Price Total Price Each 4 $179.91 $719.64 Each 360 $114.00 $41,040.00 Each 4 $210.85 $843.40 1 $4,605.48 $4,605.48 Subtotal $99,912.69 Sales Tax $9,054.21 Quote Total $108,966.90 Signature: Date: * NET Pricing Applied. * Quotes are valid for 30-days. * Delivery is Dock -to -Dock. * Sales Tax may be applicable. * All orders are subject to 50% prepayment terms. Lead time is measured from receipt of prepayment. * Customer is responsible for offloading order at delivery time unless otherwise prearranged. * Mity, Inc. charges a 3% processing fee for all credit card payments. MMityLite Inc. P.O. BOX 679303, Dallas, TX, 75267-9303 US I PHONE 801-224-0589 FAX 801-224-6191 Packet Pg. 74 March 10, 2017 Brandon Ross Mity-Lite, Inc., 1301 West 400 North Orem, UT 84057 Subject: Mity-Lite, Inc. California Multiple Award Schedule (CMAS) CMAS Contract No.:, 4-17-71-0111B CMAS Contract Term: March 10, 2017 through April 30, 2021 Base GSA Schedule No.: GS-03F-041 DA The State of California is pleased to acceo't your firm's offer to establish a California Multiple Award Schedule (CMAS) contract, which we have assigned the CMAS contract number and term identified above. This contract number must be shown on each invoice rendered. Additionally, this letter shall not be construed as acommitment to purchase any or all of the State's requirements from your firm. Prior approval is required from the State for all news releases regarding this contract. It is your firm's responsibility to furnish, upon request, a copy of this CMAS contract to State and local government agencies. A complete CMAS contract includes the following: 1) this acceptance letter, 2) CMAS cover pages (which includes the signature page, ordering instructions and special provisions, and any attachments or exhibits as prepared by the CMAS Unit), 3) CMAS terms and conditions, 4) Federal GSA terms and conditions, and 5) product/service listing and prices. The CMAS Unit strongly recommends that overnment agencies_place orders with Contractors who provide ALL of the contract elements described above. To manage this contract, Contractors are directed to the `CMAS Contract Management and Information Guide", which can be accessed at www.dgs.ca.gov/r)d/Droarams/LEiveraggdtqmas.-Lispx, then select the "For Suppliers/Contractors" link. This guide covers topics such as CMAS Quarterly Reports, amendments, extensions renewals„ Contractor's change of address or contact person, company name change requests, and marketing your CMAS contract. It is the Contractor's responsibility to submit on a timely basis detailed CMAS Quarterly Reports (along with any applicable incentive fees). THE NEXT QUARTERLY REPORT DUE FOR THIS CONTRACT IS 01-2017 (JAN-MAR DUE BY APR 15, 2017. i The "Approved CMAS Contractor" logo is only available to CMAS contract holders for display at conferences or on other marketing material. A login and password is required to download the logo. Go to htto://www.dqs.ca,00v/Dd/Resources/FormsResource §Lib[gr.as x ,then select "Reference Material"; click on "CMAS Logos" under the heading "Marketing Tools". At the prompt, enter the login: "cmassupplier" and the password: "cmas010194". Should you have any questions regarding this contract, please contact me at 916/375-4554. Thank you for your continued cooperation and support of the CMAS Program. JANNA W ELK, Program Analyst California Multiple Award Schedules Unit PROCUREMENT DIVISION I u: `-: r, w, ro /0!7Ti,z, ,, .ti. ..,.r, . #f,9 ,. c. ` .._fir Ci , 7�."'id >. r.. I ?r ..i_,', , GS �f 7+r ,i3 r Procurement Division i' 707 Thkd Street, 2"" Floor, S #2�202 west Sarrai m nto, CA 95605-2811 State of California MULTIPLE AWAR"D SCHEUr'%ULE Mityr-L'Ite, Inc. III This contract provides for the purchase and warranty of furniture 71 ucts NOTICE: Products and/or services on this CMAS may be available on a Mandatory Statewide Contracts. If this is the case, the use of this CMAS is restricted unless the State agency has an approved exemption as explained in the Statewide Contract User Instructions. Information regarding Statewide Contracts can be obtained at the website: htt ://www.d6cuments.d s.ca.gov/r)d/contracts/contractindexlistin .pdf. This requirement is not applicable to local government entities. State agencies cannot use this CMAS contract to purchase products available through the California Prison Industry Authority (CALPIA) without a one-time exemption from CALPIA. Agencies may request an exemption at the following website: http //pia.r.,a.c ov/pdf/General info/General-State-A encv-Exemotion-Form.Ddf. A copy of the approved exemption must be kept with the purchase order for audit purposes. The most current Ordering Instructions and Special Provisions and CMAS Terms and Conditions, products and/or services and pricing, are included herein. All purchase orders issued under this contract incorporate the following Ordering Instructions and Special Provisions and CMAS Terms and Conditions dated August 2010. Agency non-compliance with the requirements of this contract may result in the loss of delegated authority to use the CMAS program. Contractor non-compliance with the requirements of this contract may result in contract termination i i Effective Date: 3/10/017 JA'NNA WELK, Program Analyst, California Multiple Award Schedules it CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) MITY-LITE, INC. CMAS NO. 4-17-71-0111 8 CMAS PRODUCT & SERVICE CODES, The CMAS Produc# & Service Codes listed below are for marketing purposes ;only. Review this CMAS contract and the base contract identified below for the products and/or services available on this contract. Brand-Mity-Lite Furniture -Cafeteria Furniture -Chairs Furniture -Chairs Stacking Furniture -Classroom Furniture -Computer Worktables Furniture -Conference Room Furniture -Library Furniture -Seating Furniture -Tables Furniture- Upholstered Stage -Mobile AVAILABLE PRODUCTS AND/OR SERVICES The ordering agency must verify all products and/or services are ,currently available on the base GSA schedule at the GSA el-lbrary. Access the GSA eLibrary at W�wvw.sael&i4v,gsa,.gov. CMAS BASE CONTRACT This CMAS contract is based on some or all of Ithe products and/or services and prices from 68A Schedule No. GS-03F-041DA (MITY-LITE, INC.) with a GSA term of 111212016 through 1/1112021. The term of this CMAS contract incorporates an extension of three months beyond the expiration of the base GSA contract, and is shown in the "CMAS Term Dates" on page 1. ISSUE PURCHASE ORDER TO Agency purchase orders must be mailed to the following address, or faxed to (801) 224-6191: Mity-Lite, Inc. 1301 West 400 North Orem, UT 84'057 Attn: Easton Linde Agencies with questions regarding products and/or services may contact the contractor as follows: Phone: (800) 837-1468 E-mail: eastonl(,a7mitylite.com TOP 500 DELINQUENT TAXPAYERS In accordance with Public Contract Code Section 10295.4, and prior to placing an order for non -IT goods and/or services, agencies must verify with the Franchise Tax Board and the Board of Equalization that this contractor's name does not appear on either list of the 500 largest tax delinquencies pursuant to Section 7063 or 19195 of the Revenue and Taxation Code. The Franchise Tax Board's list is available at www.ftb.ca.aoviaboutFTB/Delinguent Taxpavers. ml, The Board of Equalization's list is available at www.boe.ca aov! i-bic n/deliq,cgi. CALIFORNIA SELLER'S PERMIT Mity-Lite, Inc.'s California Seller's Permit No. Is 101580727. Prior to placing an order with this company, agencies should verify that this permit is still valld at the following website: www.boo.ca.gov. CONTRACT PRICES The maximum prices allowed for the products and/or services available in this CMAS contract are those set forth in the base contract identified on page 2 of this contract. The ordering agency is encouraged to seek prices lower than those on this CMAS contract. When responding to an agency's Request for Offer (RFO), the contractor can offer lower prices to be competitive. PRICE DISCOUNTS This CMAS contract contains volume discounts. See the base GSA schedule for the specific percent of discount. DARFUR CONTRACTING ACT This contractor has certified compliance to the Darfur Contracting Act per PCC section 10475, et seq. WARRANTY For warranties, see the federal GSA schedule and the CMAS Terms and Conditions, General Provisions, CMAS Warranty. DELIVERY 45 days after receipt of order, or as negotiated between 'agency and contractor and included in the purchase order, or as otherwise stipulated In the contract. SHIPPING INSTRUCTIONS F.O.B. (Free On Board) Origin. Buying agency pays the freight charges. Ordering Instructions and Special Provisions CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) MITY-LITE, INC. CMAS NO. 4-17-71.0111B State agencies (not local governments) must follow PURCHASING AUTHORITY DOLLAR THRESHOLD the instructions'. below for shipping charges exceeding $50. No CMAS order may be executed by a State agency that exceeds that agency's CMAS purchasing authority All shipments will be made by ground transportation threshold or the CMAS maximum order limit, whichever unless otherwise ordered on the Std. 65. is less. Before placing order, contact the DGS Transportation Management (916) 376-1888 to determine the routing of freight shipments. Yob will need to provide Transportation Management with the point of origin and destination. They will also want to know the commodity being shipped and the estimated shipping weight of the order. If shipping overnight, the account number mot be Included. Routing information should be shown on the face of the Contract/Delegation Purchase Order (Std. 65) in the format shown below. Shipping Instructions: Supplier route via: Carrier's telephone number:. _ Annotate bill(s) of lading as follows: "Freight for account of State of California. Tender Number: -applies. State of California Purchase Order Number: SHIP FREIGHT COLLECT." Estimated Freight charges: If supplier is unable to use this carrier, call Transportation Management at (916) 376-1888. The following statement must be noted on the purchase order when the commodities are being shipped via UPS (United Parcel Service) and the State is paying directly to UPS (Collect). Shipping Instructions: Supplier route via United Parcel Service (ground). State of California, Department of UPS account number applies. State of California Purchase Order Number • SHIP COLLECT. Estimated UPS charges: _...............• If supplier is unable to use UPS, call Transportation Management at (916) 376-1888. Contractor Note: Additional shipping costs incurred by deviation to above shipping Instructions, without Transportation Management approval, shall be charged to the contractor, HO,W TO USE CMAS CONTRACTS Agencies must adhere to the detailed requirements in the State Contracting Manual (SCM) when using CMAS contracts. The requirements for the following bullets are in the SCM, Volume 2, Chapter 6 (for non -IT) and the SCM, Volume 3, Chapter 6 (for iT): • Develop a Request for Offer, which includes a Scope of Work (SOW), and Bidder Declaration form. For information on the Bidder Declaration requirements, see the SCM, Volume 2, Section 3.5.7 and Volume 3, Section 3.4.7. • Search for potential CMAS contractors at .dgs.ca.aov/nd/Pi r m Lever ed CMA, .a pxx, select "Find a CMAS Contract'. • Solicit offers from a minimum of 3 CMAS contractors including one small business and/or DVBE, if available, who are authorized to sell the products and/or services needed. • If soliciting offers from a certified DVBE, include the Dirsabled Veteran Business Enterprise Declarations form (Std. 843) in the Request for Offer. This declaration must be completed and returned by the DVBE prime contractor and/or any DVBE subcontractors. (See the SCM Volumes 2 and 3, Chapter 3). • This is not a bid transaction, so the small business preference, DVBE participation goals, protest language, intents to award, evaluation criteria, advertising, etc., are not applicable. • If less than 3 offers are received, State agencies must document their file with the reasons why the other suppliers solicited did not respond with an offer. • Assess the offers received using best value methodology, with cost as one of the criteria. • Issue a Purchase Order to the selected contractor. • For CMAS transactions under $5,000 only one offer is required if the State agency can establish and document that the price Is fair and reasonable. Local governments set their own order limits, and are not bound by the order limits on the cover page of this contract. SPLITTING ORDERS 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 (PCC § 10329). Ordering Instructions and Special Provisions CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) MITY-LITE, INC. CMAS NO. 4-17.71.0111B Splitting a project into small projects to avoid either 4. Multiple Contracts on STD. 65 Order Form fiscal or procedural controls is prohibited (SAM 4819.34). Agencies may Include multiple CMAS contracts from the same contractor on a single Std. 65 MINIMUM ORDER LIMITATION Contract/Delegation Purchase Order. For guidelines, see the SCM, Volumes 2 & 3, Chapter There is no minimum dollar value limitation on orders 6.134.1. placed under this contract. ORDERING PROCEDURES 1. 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. Electronic copies of the State Standard Forms can be found at the Office of State Publishing webs'ite.. 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 6.5: http://www.das.ca.. govldas/ProaramsS,arvices/Form s/FMC/Search.as x 2. Purchase Orders I The agency is required to complete and distribute the order form, For services, (lie agency shall modify the information contained on the order 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 in the order, not just system totals. The contractor 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 clMlvered. 3. Service and Delivery after Contract Expiration The purchase order must be issued before the CMAS contract end term expires. However, delivery of the products or completion of the services may be after the contract end term expires (unless otherwise specifically stated in the contract), 'but must be as provided for in the contract and as specified in the purchase order. 5. Amendments to Agency's Purchase Orders Agency purchase orders cannot be amended if the CMAS contract has expired. The SCM, Volumes 2 & 3, Chapter 6.A5.0 provides the following direction regarding amendments to all types of CMAS purchase orders: Original orders, which include options for changes (e.g., quantity or time), that were evaluated and considered in the selection for award during the RFO process, may be amended consistent with the terms of the original order, provided that the original order allowed for amendments. If the original 'order did not evaluate options, then amendments are not allowed unless an NCB is approved for those amendments. Amendments unique to non -IT services are covered in the SCM, Volume 2, Chapter 6.132.9 as follows: If the original contract permitted amendments, but did not specify the changes (e.g., quantity and/or time), It may be amended. This only applies to the first amendment. The time shall not exceed one year, or add not more than 30% of the original order value and may not exceed $250,000. If the original contract did not have language permitting amendments, the NCB process must be followed. Also, see the SCM, Volumes 2 & 3, Chapter 8, Topic 6, for more information on amending purchase orders. CONTRACTOR OWNERSHIP INFORMATION Mity-Lite, Inc. is a large business enterprise. SMALL BUSINESS MUST BE CONSIDERED Prior to placing orders under the CMAS program, State agencies shall whenever practicable first consider offers from small businesses that have established CMAS contracts [GC Section 14846(b)]. NOTE: The Department of General Services auditors will request substantiation of compliance with this requirement when agency flies are reviewed. The following website lists CMAS Small Business and Disabled Veteran Partners: www.dps.ca.qov//pdProg�arn�J,Leveraged/CMAS.aspx then select "Find a CMAS �Contractor". Ordering Instructions and Special Provisions CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) MITY-LITE, INC. CMAS NU. 4-17-71-0111B In response to our commitment to increase participation by small businesses„ the Department of General Services waives the administrative fee (a fee currently charged to customer agencies to support the CMAS program) for orders to certified small business enterprises. See the current fees in the DGS Price Book at: .httD://www.dgs.r,a.go 2f Pricebook.as x SMALL 13USINESSIDVBE - TRACKING State agencies are able to claim subcontracting dollars towards their small business or DVBE goals whenever the Contractor subcontracts a commercially useful function to a certified small business or DVBE. The Contractor will provide the ordering agency with the name of the small business or DVBE used and t}h}�e dollar amount the ordering agency can apply towards fts small business or DVBE goal. SMALL BU INESSIDVB'E - SUBCONTRACTING 1. The amount an ordering agency can claim towards achieving Its small business or DVBE goals is the dollar amount of the subcontract award made by the Contractor to each small business or DVBE. 2. The Contractor will provide an ordering agency with the following information at the time the order is quoted: a. The Contractor will state that, as the prime Contractor, it shall be responsible for the overall execution of the fulfillment of the order. b. The Contractor will indicate to the ordering agency, how the order meets the small business or DVBE goal, as follows: • List the name of each company that is certified by the Office of Small Business and DVBE Certification that it intends to subcontract a commercially useful function to; and • Include the small business or DVBE certification number of each company listed, and attach a copy of each certification; and • Indicate the dollar amount of each subcontract with a small business or DVBE that may be claimed by the ordering agency towards the small business or DVBE goal; and • Indicate what commercially useful function the small business or DVBE subcontractor will be providing towards fulfillment of the order. 3. The ordering agency's purchase order must be addressed to the prime Contractor, and the purchase order must reference the Information provided by the prime conirctor as outlined above. NEW EQUIPMENT REQUIRED The State will procure new equipment. All equipment must be new (or warranted as newly manufactured) and the latest model in current production. Used, shopworn, demonstrator; prototype, or discontinued models are not acceptable. Where Federal Energy Management Program (FEMP) standards are available, all State agencies shall purchase only those products that meet the recommended standards. All products displaying the Energy Star label meet the FEMP standards. SPECIAL MANUFACTURED GOODS Any contract for goods to be manufactured by the contractor specifically for the State and not suitable for sale to others may require progress payments. For Non -IT goods contracts, see the CMAS contract Non -IT Commodities Terms & Conditions, Provision 69, Progress Payments. TRADE-IN E UIPMENT Trade-ins at open market price may be considered. The product description and trade-in allowance must be identified on the purchase order. Agencies are required to adhere to SAM 3520 through 3520.6, Disposal of Personal Property and Surplus Personai Pro any', as applicable, when trade-ins are considered. Property Survey Report, Std. 152, must be submitted for approval prior to disposition of any State-owned personal property, including general office furniture regardless of the acquisition value, or if the property was recorded or capitalized for accounting purposes. NOT SPECIFICALLY PRICED (NSP) ITEMS This provision is not applicable to this CMAS contract. STATE AND LOCAL GOV RNMENTS CAN USE CMAS State and local government agency use of CMAS contracts is optional. A local government is any city, county, city and county, district, or other local governmental body or corporation, including UC, CSU, K-12 schools and community colleges empowered to expend public funds. While the State makes this contract available, each local government agency should make its own determination whether the CMAS program is consistent with their procurement policies and regulations. Ordering Instructions and Special Provisions CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) MITY-LITE, INC. CMAS NO.4-17-71.0111B UPDATES AND/OR CHANGES APPLICABLE CODES POLICIES AND GUIDELINES 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: • A CMAS amendment is required when the contract is based on 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. , • 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, • A CMAS amendment is required for changes to contracts that require California Prison Industry Authority (CALPIA) approval. A CMAS amendment is ;required to update and/or change terms and conditions and/or products and services based on a non-federal GSA multiple award contract. SELF -DELETING FEDERAL GSA TERMS AND CONDITIONS Instructions, or, terms and conditions that appear in the Special Items or other provisions of the federal GSA and apply to the purchase, license, or rental (as applicable) of 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 (FIPS), 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. ORDER OF PRECEDENCE The CMAS 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). All California codes, policies, and guidelines are applicable. THE USE OF CMAS DOES NOT REDUCE OR RELIEVE STATE AGENCIES OF THEIR RESPONSIBILITY TO MEET STATEWIDE REQUIREMENTS REGARDING CONTRACTING OR THE PROCUREMENT OF GOODS OR SERVICES. Most procurement and contract codes, policies, and guidelines are Incorporated into CMAS contracts. Nonetheless, there is no guarantee that every possible requirement that pertains to all the different and unique State processes has been included. STATEWIDE PROCUREMENT REQUIREMENTS Agencies must carefully review and adhere to all statewide procurement requirements in the SCM, Volumes 2 and 3, such as: • Automated Accounting System requirements of State Administrative Manual (SAM) Section 7260- 62 • Productive Use Requirements, per the SCM, Volume 3, Chapter 2, Section 2.136.2. • SAM Sections 4819.41 and 4832 certifications for information technology procurements and compliance with policies. • Services may not be paid for in advance. • 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 supplements that exceed $5,000. • Pursuant to Public Contract Code Section 10369 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. 204, Payee Data Record, to determine sole proprietorship. For Inquiries regarding this subject, contact EDD at (916) 651-6945 for technical questions or (888) 745-3886 for Information and forms. • Annual small business and disabled veteran reports, • Post evaluation reports. Public Contract Code 10369 requires State agencies to prepare post evaluations on form Std. 4 for all completed non -IT consulting services contracts of more than $5,000. Copies of negative evaluations for non -IT consulting services only must be sent to the DGS, Office of Legal Services. The Bureau of State Audits requires State agencies annually to certify compliance with these requirements. Ordering Instructions and Special Provisions CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) MITY-LITE, INC. CMAS NO. 4.17-71-0111B ETHNICITYIRACEIGENDER R .OITING REQUIREMENT Effective January 1, 2007, in accordance with Pubic Contract Code 10111, State agencies are to capture Information on ethnic€ty, race, and gender of business owners (not subcontractors] for all awarded contracts, including CAL -Card transactions. Each department is required to independently report this information to the Governor and the Legislature on an annual basis. Agencies are responsible for developing their own guidelines and forms for collecting and reporting this information, Contractor participation is voluntary. PAYMENTS AND tNVOICtS ' 1 This CMAS contract contains prompt payment discounts. See the base GSA schedule for the specific percent of discount. 1. Payment Terms Payment terms for this contract are net 45 days. 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 properly submitte�, undisputed Invoices not more than 45 days after (I) the date of acceptance of goods or performance of services; or (€1) receipt of an undisputed invoice, whichever is later, ' 2. Payee Data Record (Std. 204) Each State accounting office must have a copy of the Contractor's Payee Data Record (Std. 204) in order to process payment of invoices, Contractors are required to provide a copy of their Std. 204 upon request from an agency customer. Agencies should forward a copy of the Std. 204 to their accounting office.. Without the Sid. 204, payment may be unnecessarily delayed. 3. DGS Administrative and Incentive Fees Orders froarr State A encles. The Department of General Services (DGS) will bill each State agency directly an administrative fee for use of CMAS contracts. The administrative fee should NOT be included in the order total, nor remitted before an invoice Is received from DGS. This administrative fee is waived for CMAS purchase orders issued to California certified small businesses. See the current administrative fees in the DGS Price Book at: htt2: .,dcis. ca.aovlofs/Pricebook.aspx, Orders from Local GovernmentA enclesr Effective for CMAS orders dated 1/1/2010 or later, CMAS contractors, who are not California certified small businesses, are required to remit to the DGS an incentive fee equal to 1% of the total of all local government agency orders (excluding sales tax and freight) placed against their CMAS contract(s). This incentive fee is in lieu of local government agencies being billed the above referenced DGS administrative fee. This incentive fee is waived for CMAS purchase orders Issued to California certified small businesses. The check covering this fee shall be trade payable to the Department of General Services, CMAS Unit, and mailed to the CMAS Unit along with the applicable Quarterly Report. See the provision in this contract entitled "Contractor Quarterly Report Process" for information on when and where to send these checks and reports. 4. Contractor Invoices Unless otherwise stipulated, the contractor must send their invoices to the agency address set forth in the purchase order. Invoices shall be submitted in triplicate and shall include the following: • Contract number • Agency purchase order number • Agency Bill Code • Line Item number • Unit price • Extended line item price Invoice total State sales tax and/or use tax shall be Itemized separately and added to each invoice as applicable. The company name on the CMAS contract, purchase! order and Invoice must mato'h or the State Controller's Office will not approve payment. 5. Advance Payments Advance payment is allowed for services only under limited, narrowly defined circumstances, e,g., between specific departments and certain types of non-profit organizations, or when paying another government agency (GC 11256 — 11263 and 11019), Ordering Instructions and Special Provisions CALIFORNIA MULTIPL� AWARD SCHEDULE (CMAS) MITY-LITE, INC. GM AA NO. 4-17.71-0111B It is NOT acceptable! to` pay in advance, except 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 purchase order. Warranty upgrades and extensions may also be paid for In advance, one time. 6. Credit Card Mity-Lite, Inc: accepts the State of California credit card (CAL -Card). A Purchasing' Authority Purchase Order (Std. 65) is required even when, the ' ordering department chooses to pay the contractor via the CAL -Card. Also, the DGS administrative fee is applicable for all CMAS orders to suppliers not California certified as a small business. 7. 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). Approval by the Department of General Services is not required. 8. Leasing Except for Federal Lease to Own Purchase (LTOP) and hardware rental provisions with no residual value owed at end term ($1 residual value is acceptable), Federal GSA Lease provisions are NOT available through CMAS because the rates and contract terms and conditions are not acceptable or applicable to the State. SEAT Management fin ancig options are NOT available through this contract. As an alternative, agencies may consider financing through the State's financial marketplace GS $Marti"". All terms and conditions and lenders are pre -approved for easy financing. The GS $Marty" Internet address is www.dos.ca.aovIDd/proarams/statefinancialmarkgtp lace.aspx. I Buyers may contact the GS $Mart"" Administrator, Patrick Mullen by phone at (916) 375-4617 or via e-mail at atr .mullen das.ca.aov, for further information. CONTRACTOR QUARTERLY REPORT PROCESS i Contractors are required to submit a detailed CMAS Business Activity Report on a quarterly basis to the CMAS Unit. See Attachment B for a copy of this form and instructions. This report shall be mailed to: Ordering Instructions and Special Provisions Department of General Services Procurement Division -- CMAS Unit Attention: Quarterly Report Processing PO Box 989052, MS #2-202 West Sacramento, CA 95798-9052 Reports that include checks for incentive fees or that exceed a total of 5 pages must be mailed and shall not be faxed or e-mailed. All other reports may be faxed or e-mailed to the attention of Quarterly Report Processing as follows: CMAS Unit Fax Number: (916) 375-4663 CMAS Unit E-Mail: cmas@dgs.ca.gov For the full' instructions on completing and submitting CMAS Quarterly Business Activity Reports, and a soft copy of a blank quarterly report form, go to www.das.ca.aovIDd/Proarams/Levera_aed/CVIAB.aspx, and then select "For SupplleiWContractors". Important things to remember regarding CMAS Quarterly Business Activity Reports (referred to as "reports" below): + A report Is required for each CMAS contract each quarter, even when no new purchase orders are received in the quarter. • A separate report is required for each CMAS contract. + Each purchase order must be reported only once in the quarter Identified by the purchase order date, regardless of when the services were performed, the products were delivered, the invoice was sent, or the payment was received. • Purchase orders from State and local government agencies must be separated on the report, as shown in the instructions. • Contractors must report the sales activity for all resellers listed on their CMAS contract. • Any report that does not follow the required format or excludes required Information will be deemed incomplete and returned to the contractor for corrections. • Taxes and freight most not be included in the report. • For CMAS orders dated 1/1/2010 or later, contractors are no longer required to attach copies of purchase orders to their reports. This changed requirement will begin on Q1-2010 reports, which are due 4/1512010. • For CMAS orders dated 1/1/2010 or later, contractors who are not California certified small businesses must attach to their quarterly report a check covering the required incentive fee for all CMAS sales to local government agencies (see more information below). This new requirement will start on Q1-2010 reports, which are due 4/15/2010, • New contracts, contract renewals or extensions, and contract modifications will be approved only if the contractor has submitted all required quarterly reports and incentive fees. CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) MITY-LITE, INC. CMAS NO.4-17-71-0111B CMAS Quarterly Business Activity Reports are due in the CMAS Unit within two weeks after the end of each quarter as shown below: Quarter 1 Jan 1 to Mar 31 Due Apr 15 Quarter 2 Apr 1 to Jur13,0, Due Jul 16 Quarter 3 Jul 1 to Sep 30 Due Oct 15 Quarter 4 Oct 1 to Dec 31 Due Jan 16 CONTRACTOR QUARTERLY INCENTIVE FEES CMAS contractors who are not California certified small businesses must remit to I the DGS an incentive fee equal to 1% of the total of all local government agency orders (excluding sales tax and freight) placed against their CMAS contract(s). This incentive fee is in lieu of local government agencies being billed the above referenced DGS administrative fee. CMAS contractors cannot charge local government agencies an additional 1% charge on a separate Ilge item to cover the Incentive. foe. The contractor must include the 'I % Incentive fee' In the price of the products or services offered, and the line item prices must not exceed the applicable GSA prices. A local government agency is any city, county, district, or other local governmental body, including the California State University (CSU) and University of California (UC) systems, K-12 public schools and community colleges empowered to expend public funds. This incentive fee is waived for CMAS purchase orders issued to California certified small 'businesses. The check covering this fee shall be made payable to the Department of General i Services, CMAS Unit, and mailed to the CMAS Unit along, with the applicable Quarterly Report. See the provision in this contract entitled "Contractor Quarterly Report Process" for information on when and where to send these checks and reports. CONTRACTOR PROVIDES,COPY OF THE CONTRACT AND SUPPLEMENTS CMAS contractors are required to provide the entire contract that consists of the following: j • Cover pages with DGS logo and CMAS analyst's signature, and Ordering Instructions and Special Provisions. • California CMAS Terms and Conditions. • Federal GSA Terms and Conditions. • Federal GSA products, services, and price list. • Supplements, if applicable. Ordering Instructions and Special[ Provisions 9 It is important for the agency to confirm that the required products, services, and prices are included in the contract and are at or below contract rates. To streamline substantiation that the needed items are in the contract, the agencies should ask the contractor to IdentIN the specific pages from the contract that include the required products, services, and prices. Agencies should save these pages for their file documentation. CONTRACTORS ACTING AS FISCAL AGENTS ARE PROHIBITED When a subcontractor ultimately provides all of the products or performs all of the services that a contractor has agreed to provide, and the prime contractor only handles the invoicing of expenditures, then the prime contractor's role becomes that of a fiscal agent because it is merely administrative in nature, and does not provide a Commercially Useful Function, (CUF). A is unacceptable to use fiscal agents In this manner because the agency is paying unnecessary administrative costs. AGENCY RESPONSIBILITY Agencies must contact contractors to obtain copies of the contracts and compare them for a best value purchasing decision. Each agency Is responsible for its own contracting program and purchasing decisions, including use of the CMAS program and associated outcomes. This responsibility includes, but Is not necessarily limited to, ensuring the necessity of the services, securing appropriate fding, complying with laws and policies, preparing t purchase order In a 'manner that safeguards the State's interests, obtaining required approvals, and documenting compliance with Government Code 19130.b (3) for outsourcing services. It is the responsibility of each agency to consult as applicable with their legal staff and contracting offices for advice depending upon the scope or complexity of the purchase order. If you do not have legal services available to you within your agency, the DGS Office of Legal Services is available to provide services on a contractual basis. CONFLICT OF INTEREST Agencies must evaluate the proposed purchase order to determine if there are any potential conflict of interest Issues. See the attached CMAS Terms and Conditions, Conflict of Interest, for more information. FEDERAL DEBARMENT When federal funds are being expended, the agency is required to obtain (retain in file) a signed "Federal Debarment" certification from the contractor before the purchase order is issued. CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) MITY-LITE, INC. CMAS NO, 4-17-71-0111B 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 19160-10211). LIQUIDATED DAMAGES FOR LATE DELIVERY The value of the liquidated damages cannot be a penalty, must be mutually agreed upon by agency and contractor and included in the purchase order to be applicable. ACCEPTANCE TESTING CRITERIA If the agency wants to include acceptance testing 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, the(test criteria must be Included in the purchase order to be applicable. 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 Regulations, Title 2, Title 22; California Government Code, Sections 11135, et seq.; and other federal and State laws, and Executive Orders prohibit discrimination. Ali, programs, activities, employment opportunities, and services must be made available to all persons, Including persons with disabilities. See Attachment. A for Procurement Division's ADA Compllance Potiy of Nondiscrimination on the Basis of Disability. I I Individual government agencies are responsible for self - compliance with ADA regulations. Contractor sponsored events must provide reasonable accommodations for persons with disabilities. DGS PROCUREMENT DIVISION CONTACT AND PHONE NUMBER Department of General Services Procurement Division, CMAS Unit 707 Third Street, 2nd Moor, MS 202 'Vest. Sacramento„ CA 95605-2811 Phone # (916) 375-4363 Fax # (916) 375-4663 Ordering Instructions and Special Provisions 10 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) MITY-.LITE, INC. CMAS NO. 4-17-71-0111 B ATTACHMENT ADA NOTICE Procurement Division (State Department of General Services) AMERICANS WITH DISABILITIES ACT (ADA) COMPLIANCE POLICY OF NONDISCRLMINATION ON THE BASIS OF DISABILITY To meet and carry out compliance with the nondiscrimination requirements of the Americans With Disabilities Act (ADA), it is the policy of the Procurement Division (within the State Department of General Services) to make every effort to ensure that its programs, activities, and services are available to all persons, including persons with disabilities. For persons with a disability needing a reasonable accommodation to participate in the Procurement process, or for persons having questions regarding reasonable accommodations for the Procurement process, please contact the Procurement Division at (916) 375-4400 (main office); the Procurement Division TTY/TDD (telephone device for the deaf) or California Relay Service numbers which arel listed below. You may also contact directly the Procurement Division contact person who is handling this procurement. IMPORTANT: TO ENSURE THAT WE CAN MEET YOUR NEED, 1T 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) 376-1891 Fullerton Office l (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 Ordering Instructions and Special Provisions 11 & ( } 0 # m 10 § 7 t 2 2 § E 0 m m CDk k n a R � 2 k Jo ? CD (D / / \ § 0 2 E 2 9 k 7 O / k CL @ 2 O O O O d � F m @ $ vi, � O q Instructions for completing the WAS Quarterly Business Activity Report 1. Complete the top of the form with the appropriate information foriyour company. 2. Agency Name - Identify the State agency or Local Government agency that issued the order. 3, Purchase Order !Number - 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 State agency or Local Government agency assigns to the order. 4. Purchase Order Date - Identify the date the purchase order was issued, as shown on the order, This is not the date you received, accepted, or invoiced the order. 5. Agency Billing Code - Identify the State agency billing code. This is a five -digit number identified on the upper right hand corner of the Std. 65 purdhase order form. You must identify this number on all purchases made by State of California agencies. Billing codes are not applicable to Local Government agencies. 6. Total Dollars Per PO - Identify the total dollars of the order excluding tax and freight. 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 (less tax and freight) regardless of when you invoice order, perform services, deliver product, or receive payment. 7, Agency Contact - Identify the ordering agency's contact person on the purchase order. 8. Agency Address -Identify the ordering agency's address on the purchase order. 9. Phone Number - Identify the phone number for the ordering agency's contact person, 10. Total State Sales'&''Total Local Sales - Separately identify the total State dollars and/or Local Government agency dollars (pre-tax) for all orders placed in quarter. 11. 1% Remitted to DGS - Identify 1% of the total Local Government agency dollars reported for the quarter. This' is the amount to be remitted to DGS by contractors who are not California certified small businesses. 12. Grand Total - Identify the total of all State and Local Government agency dollars reported for the quarter. Notes: • A report is required for each WAS contract, each quarter, even when there are no new orders -for the quarter. i • Quarterly reports are due two weeks after! the end of the quarter. Ordering Instructions and Special Provisions 13 GSPD-401 Non -IT Commodities-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - NON -IT COMMODITIES DEFINITIONS: Tire following terms. shall be given the meaning shown, unless context requires otherwise or a unique meaning is otherwise specified. a) "Business entity" means any individual, business, partnership, joint Venture, corporation, 8-corporation, ltmlte i liability corporation„ limited Iiabllity partnership, sole proprietorship, John( stock company, consortium, or they private legal entity recognized by statute. b) "Eluyer"' means the State's authorized Contractlnwg offlci 1. a) "Contract" means this Contract or agreement (inoludtng any purchase order), by whatever name known or In whatever formal used. 1) "Contractor" means the Business Entity with whom the State enters ' into this Contract. Contractor shall be synonymous with';suppiler% "vendor" or other similar term. �} "Goods" (commodities) means all types of tangible personal property, Including but not limited to materials, supplies, and equipment (Including computer equlpment and telecommunications). "State" means the government of the State of California, its employees and authorized representatives, including without limitation any department, agency, or other unit of the government of the State of Cal€fohnia, 2. CONTRACT FORMATION: If this Contract results from a Contract Offer, then Contractor's offer is deemed a flan offer and this Cohtract document Is the State's acceptance of that offer. 3. COMPLETE' INTEGRATION; This Contrac(, including any documents 0,worporstedherein 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 Hof the Contract. 4. SEVERABILIfY: The Contractor and the State agree that if any provision of this Contract Is found to be illegal at 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 terra or provision lall promptly inform the other of the pfesurned non-applloabllit of such provision. S. 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 employees or agents of the State. 6. APPLICABLE LAW: This Contract shall be governed by and shall be interpreted in accordance with the laws of the State of California; venue of any action brought with regard to this Contract shall be in Sacramento County, Sacramento, California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract. 7. COMPLIANCE WITH STATUTES AND REGULATIONS: a) Contractor warrants and certifies that in the performance of this Contract, it will comply with atf 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 )lability by reason of Contractor's violation .of this provision, b) If this Contract is in excess of $554,000, It is subject to the requirements of the World Trade Organization (WTO) Government Procurement Agreement (GPA). 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. a) The State will notify Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b) Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (I) when substantial lonroVptes of government or public law Oro Involved, when litigation might create precedent affecting future State operations or Itablilty, or when Involvement of the State Is ofhewtW mandated by law, vie State may participate in such action at Its own expense with respect to attorneys' fees and costs (but not liability); (€i) the State will have the right to approve or disapprove any settlement or compromise, which approval wilt not unreasonably be withheld or delayed; and (ill) the State will reasonably cooperate in the defense and In any related settlement negotiations. 9. CMAS — ASSIGNMENT: This Contract shall not be assignable by lire Contractor in whole or to 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 $Mart, the State's 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 Contractor will execute and deliver to the State -designated lender an assignment agreement and any additional documents necessary for the Stale 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 shall 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. 11. CMAS .-ORDER OF PRECEDENCE: In the event of any inconsistency between the articles, attachments, specifications or provisions which constitute this Contract, the following order of precedencoshall apply: a) these General Provisions — Non -IT Commodities; b) Contract form, i.e., Purchase Order STD 65, etc., and any amendments thereto; c) federal GSA (or other multiple award) terms and conditions; d) Statement of Work, including any specifications'Incorporated by reference herein; August 2010 Page 1 of 10 GSPD-401 Non -IT Commodities-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - NON -IT COMMODITIES e) special terms and. conditions; and 0 all other attachments incorporated In the Contract by reference. 12. PACKING AND SHIPMENT;. , a) -Ali 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 It) the number of the container in which the packing sheet has been enclosed. b) All shipments. by Contractor or its subContraclors 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 lnspegdon, it requlred, Goods for different (,.orttracts shall be listed on separate packtng sheets. c) Shipments must be made as spedfied in His Contract„ as It may be amended, or o(trerwlse directed to wrlting by the State's Transportation Management Unit wtii-atn 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 will 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.B.), fi lght terrra e-and routing instyWilons. The State may permlt use of an alle(nate carrier at no additional cost to Ike State with advance written authorization of the Buycar. b) If 'prepay and add" Is selected, ed, supporting �fretght bllls are required when over $ii, unless an exact freight charge Is approved by the Ti ransportatio Manageent Unit wlthln the Depmtrrwt of General Services Procurernimi Dtivisloln and a walver Is granted. c) On "17,0.B Shipping Point' twsactf rs, , should any shipments under the Contract be received by The State in a damaged condition and any related freight loss arA d anage claims Iliad against the carrier' or carrlers be Wholly or partially declined by the carrier or carders with the Inference that damage was the result of the act of the shipper such as inadequate packaging or loading or some Inbpreni dnefect In the equipment a adlor malerlal, Contractor, on request of the Slate„ shall at Conlracloes own expense asslst the State in establishing carrier llablilly by supplying evidence that the equipment arrdlor material was properly consqucted, manufactured, packaged, and secured to withstand! horrid transportation oondlttons, 14. TIME IS OF THE ESSENCE: Time Is of -the -essence in this Contract. 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 9uyer. Contractor shall not use airy 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 Inspected 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 Contractor's 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 authorized 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 Information and 'data as may be reasonably required to perform their inspection, d) All Goods to be delivered hereunder may be subject to final inspection, test and acceptance by the ' tat�e at derstinatlo'n, notwithstanding any paymesit or lnspec9on at source. e) The State shall give written notice of rejecdton of Goods dellvered or sefvlces performed hereunder wi hln a. reasonable time after receipt of auch C'oo ds or perfonnrace of such services. Such notice of relectlon will state the resppects In which the Goods do not substantially conform to theft spedfications, If the Slate does not provide such notice of relectlon within thirty (30) days, unless otherwise specified in the Sta 6ment of 'Work, of dellvery, such Goods and services will be deemed to have been accepted, Acceptance by the State will be final and irreversible, except as it relates to latent defects, fraud, and, gross mistakes amounting to fraud. Acceptance shall "not be construed. to waive any warranty rights that the State might have at law or by express reservation in this Contract, with .respect to any nonconformity. 181 15, DELIVERY: Contractor shall strictly adhere to the delivery and completion schedules specified In this Contract. Time, if stated as 19: 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 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 offered 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 Contractor's expense. 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 language, the following warranty language overrides. August 2010 Page 2 of 10 GSPD-401 Non -IT Commodities-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - NON -IT COMMODITIES Unless otherwise specified, the warranties contained in this designee, shall terminate by delivering to the Contractor a Contract begin after acceptance has occurred. Notice of Termination specifying the extent of termination a) Contractor warrants that Goods and services furnished and the effective date thereof. The parties agree that; as to hereunder will conform to the requirements of thls Contract the terminated portion of the Contract, the Contract shall be (including all descriptions, specifications and drawings made deemed to remain In effect until such time as the termination a part hereof), and such Goods will be merchantable, fit for settlement, if any, is concluded and the Contract 'shall not be their Intended purposes, free from all defects in materials void, and workmanship and to the extent not manufactured b) After recelpl of a Notice of Termination, and except as pursuant to detailed designs furnished by the State, free directed by the State„ the Contractor shall immediately from defects in design. The State's approval of designs or proceed with the following obligations, as appptcabVe, specifications furnished by Contractor shall not relieve the regardless of any delay in detennlning or adjuusfing any Contractor of its obllgatiorls under this warranty. amounts due under this clause The Contractor she11: b) All warranties, including special warranties specified 1) Stop work as specified In the Notice of Termination. elsewhere herein, shall inure to the State, its successors, It) Place no further subContracts for materials, services, or assigns, customer agencies and users of the Goods 'or facilities, except as necessary, to complete the services. continued portion of the Contract. Ili) Terminate all subContracts to the extent they relate to 20. SAFETY AND ACCIDENT PREVENTION: In performing work the work terminated. undo this Contract on State premises, Contractor shall conform iv) Settle all outstanding liabilities and termination to any specific safety re ulremenis oontalned In The Contract or as settlement proposals arising from the termination of required by law or regulation„ Contractor shall take any additional subcontracts; the approval or ratification of which will precautions as the State may reasonably require for safety and be final for purposes of this clause. accident prevention purposes. Any violation of such rules and requirements, unless promptly, corrected, shall be grounds for 24. TERMINATION FOR DEFAULT: termination of this Contract in accordance with the default a) The State may, subject to the Force Majeure paragraph provisions hereof. contained herein, by written notice of default to the Contractor, terminate this Contract in whole or in part if the 21. INSURANCE: mNtroen performing work on property In the care, Contractor fails to; custody, or control of the State Contractor shall malntain� all 1) Deliver the Goods or to perform the services within the commercial general llabtllty Insurance, workers' compensation time specified in the Contract or any amendment Insurance and any other Insurance;the State dooms appropriate thereto; under the Contract. Contractor shall furnish an insurance ii) Make progress, so as to endanger performance of this certificate evidencing required Insurance coverage acceptable to Contract (but see subparagraph (b) below); or the State. Upon request by the Buyer, the Contractor may be ill) Perform any of the other provisions of this Contract (but required to have the State shown as an "additional insured" on see subparagraph ,(b), below). selected policies. b) The State's right to terminate this Contract under subparagraphs (a)(6) and (a)(111) above, may be exercised if 22. TERMINATION FOR NON -APPROPRIATION OF FUNDS: the Contractor does not cure such failure within the time a) if the term of this Contract extends into fiscal years frame stated In the cure notice issued by the Buyer. " subsequent to that in which it Is approved, such continuation c) If the State terminates this Contract in whole or In part, it of the Contract is contingent on the appropriation of funds for may acquire, under the terns and In the manner the Buyer such purpose by the Legislature. If funds to effect such considers appropriate, Goods or services similar to those continued payment are not appropriated, Contractor agrees terminated, and the Contractor will be liable to the Slate for to take back any affected Goods fiurnished under this any excess costs for those Goods or services. However, the Contract, terminate any WOWS supplied to the Stale under Contractor shall. continue the work not terminated. this Contract, and reileve the State of any further obligafion d) If the Contract is terminated for default, the Slate may therefor. I requlrs The Contractor to transfer title and deliver to the b) STATE AGREES THA°f IF PARrGRAPH, (a) A60VE IS 'SHALL State„ as directed by tier Buyer, any: INVOKED, GOODS RETURNED TO THE I) Completed Goods, and CONTRACTOR IN SUBSTANTIALLY THE SAME il) Partially completed Goods and materials, parts, tools, CONDITION IN WHICH, DELIVERED TO THE STATE, dies, jigs, fixtures, plans, drawings, information, and SUBJECT TO NORMAL WEAR AND TEAR. STATE Contract rights (collectively referred to as FURTHER AGREES TO PAY FOR PACKING, CRATING, "manufacturing materials" In this clause) that the TRANSPORTATION TO CONTRACTOR'S NEAREST Contractor has specifically produced or acquired for the FACILITY AND FOR REIMBURSEMENT TO THE terminated portion of this Contract. Upon direction of CONTRACTOR FOR EXPENSES INCURRED FOR THEIR the Buyer, the Contractor shall also protect and ASSISTANCE IN SUCH PACKING AND CRATING. preserve property in Its possession in which the State has an interest. 23, TERMINATION FOR THE CONVENIENCE OF THE STATE: e) The State shall pay Contract price for completed Goods a) The Stale may terminate performance of work under his delivered and accepted. The Contractor and Buyer shall Contract for Its convenience in whole or, from time to lirn , In agree on the amount of payment for manufacturing materials part, if the DeparlmeM of General Services„ Deputy Dlrecior, delivered and accepted for the protection and preservation of Procurement Division, ors daslgnee, determines that a the property. Failure to agree will be a dispute under the termination is in the State's interest. The Department of Disputes clause. The State may withhold from these General Services, Deputy Director, Procurement Division, or amounts any sum the Buyer determines to be necessary to August 2010 Page 3 of 10 0 GSPD-401 Non -IT Commodities-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - NON -IT COMMODITIES protect the State against loss because of outstanding liens installed by the Contractor, or for damage to alterations or or claims of former lien holders,; - attachments that may result From the =normal operation and f) If, after termination, it is ,determined that the Contractor was maintenance of the Goods provided by the Contractor during not in: default, or that the defautt was excusable, the rights the Contract. and obligations of the parties shall be the same as if the 19 termination had .been issued for the convenience of the 28. INDEMNIFICATION Contractor. agrees i o indemnify, defend and State. save" harmless the State, Nis officers, agents and employees from g) The rights and.remedies of the State In this clause �re in any and all claims and losses accruing or resulting to any and all addition to any other rights and remedies provided by law or Contractors, subContractors, suppliers, laborers and any other under this Contract. person, firm, or corporation furnishing or supplying work, services, materials or supplies irr connection with the performance of this 25. FORCE MAJEURE: Contract, and from any and all claims and losses accruing or Except for defaults of subContractors at any tier, the Contractor resulting to any person, firm or corporation which may be Injured shall not be liable for any excess costs If the failure to perform the or damaged by Contractor in the performance of this Contract, Contract arises from causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes 29. INVOICES: Unless otherwise specified, invoices shall be sent to include, but are not limited to: the address set forth herein. Invoices shall be submitted in a) Acts of God or of the public enemy, and triplicate and shall include the Contract number; release order b) Acts of the federal or state government in either its sovereign number (if applicable); Item number; unit price, extended item or Contractual capacity. price and invoice total .amount. State sales tax andlor use tax If the failure to perform is caused by the default of a shall be .itemized separately and added to each Invoice as subContractor at any tier, and if the cause of the default Is beyond applicable, the control of both the Contractor an,0 subContractor, and without the fault or negligence of either, the Contractor shall not be liable 30. REQUIRED PAYMENT DATE: Payment will be made in for any excess costs for failure to perform, accordance with the provisions of the California Prompt Payment Act, Government Code Section 927 et. seq, Unless expressly 26. RIGHTSAND REMEDIES OF ST'ATZF FO,R DEFAULT: exempted by statute, the Act requires state agencies to pay a) In the event/ any, Goods furni'sq or services provided by the properly submitted, undisputed invoices not more than 45 days Contractor In the performance of the Contract should fall to after (1) the date of acceptance of Goods or performance of conform to the requirements herein, or to the sample services; or (11) receipt of an undisputed invoice, whichever is submittetl by the Contractor, the State may reject the same, later. and it shall become the duty of the Contractor to reclaim and remove the item promptly or to correct the performance of 31. TAXES: Unless otherwise required by law, the State of California services, without expense to the State, and Immediately is exempt from Federal excise taxes. The State will only pay for replace all such rejected items with others conforming to the any State or local sales or use taxes on the services rendered or Contract. Goods supplied to the State pursuant to this Contract. b) In addition to any other rights and remedies the State may have, the State may require Contractor, at Contractor's 1 32, NEWLY MANUFACTURED GOODS: All Goods furnished under expense, to ship Goods via air, freight or expedited routing to ! this Contract shall be newly manufactured Goods; used or avoid or minimize actual or potentlal delay it the delay Is the reconditioned Goods are prohibited, unless otherwise specified, fault of the Contractor. c) In the event of the. termination of the Contract, either in 33. CONTRACT MODIFICATION: No amendment or variation of the whole or in part, by reason of default or breach by the terms of this Contract shall be valid unless made in writing, signed Contractor, any loss. or damage sustained by the State in by the parties and. approved as required. No oral understanding • procuring any items which the Contractor agreed to supply or agreement not incorporated in the Contract is binding on any of shall be borne and paid for by the Contractor, the parties. d) - The State reserves the rlghi to offset the reasonable.cost of all damages caused to the State against any outstanding 34. CONFIDENTIALITY OF DATA: All financial, statistical, personal, Invoices or amounts owed to Contractor or to make a claim technical and other data and information relating to the State's against the Contractor therefore, operation which are designated confidential by the State and made available to the Contractor: in • order to carry out this 27, CONTRACTOR'S LIA131UTY FOR INJURY TO PERSONS OR Contract, or which become avallable to the Contractor in carrying DAMAGE TO PROPERTY: out this Contract, shall be protected by the Contractor from . a) The Contractor shall be liable for damages arising out of unauthorized use and disclosure through the observance of the injury to the person andlef damage to the property of the same or more effective procedural requirements as are applicable Stale, employees of the' State; persons designated by the to the State. The Identification of all such confidential data and State for training; or any other person(s) other than agents or Information as well as the State's procedural requirements for employees of the Contractor, designated by the State for any protectlon of such data and Information from unauthorized use purpnse, , prior to, during, or subsequent to delivery, and disc$sure shall be provided by five Slate In writing to the rpstaNlatilon„ accept ice, and us" of the Goods either at the Contractor, If the methods and procedures employed by the Contractor's side or at the Ctate"s place of business provided Contractor for the protection of the Contractor's data and .that the injury or damage was caused, by the fault or Information are deemed by the State to be adequate for the nellgenc'e of the Contractor, protectlon of the State's confidential Information, such methods b) Contractor shall not be liable for damages arising out of or and procedures may be used, with the wriften consent of the caused by an alteration or an attachment not made or Stale,, to carry out the Intent of this paragraph, The Contractor August 2010 Page 4 of 10 GSPD-401 Non -IT Commodities-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - NUN -IT COMMODITIES shall not be required under the ,provisions of this paragraph to keep confidential any data or inforrtiation which Is or becomes publicly available, Is already rightfully In the Contractor's possession, is independently developed by the Contractor outside the scope of this Contract, or is rightfully obtained from third parties. I 35. NEWS RELEASES: Unless otherwise exempted, news releases pertaining to this Contract she I not be made without prior written approval of the Departrriorit of tenerat Services. 36. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY: a) Contractor shall hold the Slate of California, its officers, agents and employees, harmless from liability of any nature or klrvJ, Including costs and expenses, for infringement or use of any copyrighted or unoopyrighted composition, secret process,patented' or unpatenlied invention, article or appilarwe furntslied or used In connantfon with the Cantr o1. b) Contractor may be required to furimtsh a bond to the �ata against any and all loss, dia ge, costs, expenses, cl tms and dabiil(y for patent 6opyrIght 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: t) That the Contractor shall be notified within a reasonable time In wrttingg tinny the State'6� any°notice of such claim; and, il) That the Contractor shall have the sole control of the defense of any action on such • claim and all negotlations for As settlemi or compromise, provided, however, that when prindplee of government or f btic law are Involved„ the State Shall have the option to participate In such action al its own expense. d) Should the Goods or software, or the operalion thereof, become, or in the Contractor's opinion are lately to become, the subject 'of a claim of Infringement of a United States patent or copyright or a trade secret„ the State shall penult 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 some so that they become non-Infrtnging, If none of these options can reasonably be taken, or If thp Lisa of such Goods or software by the S ate shall be prevented by injunction, the Contractor agrea to take back such Goods or , software and' make every reasonable effort to asslst� the' State In procuring subsOluite Goods or software. If, in the sole opinion of the State, the rotten of such infringing Goods or software makes the retention of other Goods or software acquired frorn the Contractor under this Contract jmpractfcal, the State shall then have the option of terrNnatirig such Contracts, or applicable portions thereof, without penalty or termination charge, The Contractor agrees to take back such Goods or software and refund any sums the State has paid Contractor less any reasonable amount for use or damage. 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 irlfringerr, enI which is based upon: t) The combination or utilization of Goods furnished hereunder with equipment or devices not made or furnished by the Contractor) or, it) 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. 1) 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 ccpyrighl 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 records 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 records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subContract related to performance of this Contract. 38, DISPUTES; a) The parties shall deal In good fallh and attempi. to resolve potential disputes informally. If the dIspLule persists, Contrri;ctor shall subrrA to the Departonenl Director or designee a written demand for a finat decision regarding Rime disposition of any dispute between the parties arlsing under, related to or Involving this Contract, unless the State, on its own Imitative, ties 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 vnith the demand a-o itferi statement signed by an authorized person Indicating that the demand is made In good faith, that the. supporting data are accurate and oompletii and that the amount requested accurately reflects the Contract ad,iustment for which Contractor believes flu State is liable, lit the Contractor is not satisffed 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. Ian the event that this Contract is for Inf'ommallon technology Goods andfor services, the decision may be appealed to an Executive Committee of State and Contractor personnel, b) Pending the final resolution of any dispute arlsdM under, related to or InVDIVIng tlmis Contract Contractor agrees to diligently proceed with the performance of this Contract, Including lho delivery of Goods or provKng of services In accordance with the Stale's Instructions. Contractor's failure to dINgently proceed In accordance with the Slane's Instructions shaft be considered a material breach of this Cor 4raot, ' August 2010 Page 5 of 10 GSPD-401 Non -IT Commodities-CIVIAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - NON -IT COMMODITIES 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 afier 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, requtir-e 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 Carder, the Contractor shalt larrnedfalely 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 wih�ln any extension of that period to which the parties shad have agreed, the State shall either: I) Cancei the Stop W rk Crater: or R) T`enntnate the wo covered by the Stop, Work Order as provided for In the tomr4nation for default or the terrnlnallon tar 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 both, and the Contract shall be modified, in writing, accordingly, If: 1) 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 11) The Contractor I assertsi I 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 facts justify the action, the State may receive and act upon a proposal submitted at any .time before final payment under this Contract. c) If a Stop. Work Order is not canceled and the work covered by the Stop Work Order is terminated in accordance with the provision entitled .Termination for the Convenience of the State, the State shall allow reasonable costs resulting from the Stop Work Order in arriving at the termination settlement. d) The State shall not be liable to the Contractor for loss of profits because of a Stop Work Order issued under this clause. 40, PRIORITY HIRING CONSIDERATIONS: If this Contract inoWes services In excess or '2o0,000„ the Contractor shall give norfty consideration In filling vacancies In positions funded the Contract to qualifier) redplents of aid under Waifare and Institutions Code Section 1I200'In accordance vath PCC SaiAlon 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 vioWlon 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 agreedto supply shall be borne and paid for by the Contractor. The rights and remadles 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, rotor, ancestry, religious creed, national origin, disability (Including HIV and AIDS), medical condition (cancer), age, marital status, and dental 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 Employment and Housing Act (Government Code, Section 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7255.0 et seq.). ' The applicable regulations of the Fair Employment and Housing Commisslon Implemenling Government Code Section 12990 (a-0, 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. 43, NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor swears under penalty of perjury that no more than one final, unappealable finding of contempt of court by a federal court has been Issued against the Contractor wltt w the Immediately precedln; two-year period tbecause of the Contractor's failure to comply with an .order of the National Labor Relations Board. This provision is required by, and shall be construed in accordance with, PCC Section 10296. 44. ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to Government Code Sections 4652, 4553, and 4554, the following provisions are Incorporated herein: a) In submitting an offer to the State, the supplier offers and agrees that If the offer 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 August 2010 Page 6 of 10 I ! GSPD-401 Non-iT Commodities-CMAS CAwLIFQRNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - NON -IT COMMODITIES and become effective at the time the State tenders final payment to the supplier. If the State recelves, elth r through judgment or settlement, a monetary recoveryfor cause of action assigned under this chapter, the assignor shall be entitled to receive reimibulrsament for actual! legal costs Incurred and may, aeon 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 Stat as pad of die offer price, Bless the expenses incurred in obtaining that portion of the recovery. 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 1) the assignee has not been injured thereby, or €€) 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 1g90 (government Code Section 8360 et seq) and will provide a drug -free workplace by taking the foliowing actions: a) Pubiish a statement notifying ernployee�s that unlawful manufacture, distribution, dlspensabon, possession, or use of a conlrolled substance Is prohibited and spectfyIng actions to be taken against employees for violations, as required by Government Code Section' 8355(a). b) Establish a Drug -Free Awareness Program as required by Government Code Section 8355(b) to inform employees about all of the following: 1) the daingers of drug abuse In the workplace" If) the person'.-; or orgalr lzatioh's policy of maintaining a drug -free workplace; III) any available counseling, rehabilitation and employee assistance programs; and, iv) 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 on the proposed or resulting Contract: 1) will receive a copy of the company's drug -free policy statement; and, li) will agree to abide by the terms of the company's statement as a condition of employment on the Contract. 46. FOUR -DIGIT DATE COMPLIANCE: Contractor warrants that it will provide only Four -Digit Date Compliant (as defined below) Deliverables and/or services to the State. "Four Digit Date Compliant" Deliverables and services ran accurately process, calculate, compare, and sequrrnce date data, Including without itmilation date data arising out of or relating to leap, years arrod changes but centuries. This warranty and representation Is subject to the warranty terms nd conditions of this Contract .and does nrot ilnrll the generallly o warranly ob€iga'Rons set forth elsewhere herein. 47, SWEATFREE CODE OF CONDUCT: a) Contractor declares under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the State pursuant to the Contract have been produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children In sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. Contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at wwwAir.ca.aov, and Public Contract Code Section 8108. Contractor agrees to cooperate fully In providing reasonable access to Its records, documents, agents or employees, or premises if reasonably required by authorized officials of the State, the Department of Industrial Relations, or the Department of Justice to determine Contractor's compliance with the requirements under paragraph (a). 48. RECYCLING: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post consumer material as defined In the Public Contract Code Section 12200, In products, materials, Goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12166(a) the ceertiftcitioo requlre(V by this subdivision shall specify that the cartridges so Comply (PCC 112205). 49. CHILD SUPPORT COMPLIANCE ACT: For any Contract in excess of $100,000, the Contractor acknowledges in accordance with PCC.Secfion 7110, that: a) The Contractor recognizes the Importance or 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 Divis€on 9 of the Family Code; and b) The Contractor, to the best of its knowledge Is fully complying with the earnings 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. 50. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that Contractor complies with the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq), 51. ELECTRONIC WASTE RECYCLING ACT OF 2003: The Contractor certifies that it complies with the requirements of the Electronic Waste Recycling Act of 2003, Chapter 8.5, Part 3 of Division 30, commencing with Section 42460 of the Public Resources Code, relating to hazardous and solid waste. Contractor shall malhtaln documentation and provide reasonable access to Its records and documents that evidence compliance. 52. USE TAX COLLECTION: In accordance with PCC Section 10295,1, Contractor certifies ihM It complies with the requirements of Sectlon 7101 of theevenue and Taxation Code. Contractor further certifies that It will Immediately advise State of any change in Its retailer's seller's permit or certification of registration or applicable affiliate's seller's permit or certificate of registration as described in subdivision (a) of PCC Section 10295.1. August 2010 Page 7 of 10 GSPD-401 Non -IT Commodities-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - NON -IT COMMODITIES 53, EXPATRIATE CORPORATIONS: Contractor hereby declares hundred percent (100%) of the Contract price. Forms shall that it is not ail expatriate 'corporation or subsidiary of an be provided to the Contractor. . exfyaidate corporation within the meaning of POC Section 10288 b) In accordance with the provisions of Section 1773 of the and 10286,1, and is eligible to Contract with the State, California Labor Code, the Contractor shall, conform and stipulates to the general prevafttrrg rate of wages, Including 54, DOMESTIC, PARTNERS: ForrContr cts over $100,000 executed employer bonef7ts as defined In Section 1773,1 of the or amended after January 1, 2007; the Contractor certifies that the California Labor Code, applicable to the classes of labor to Contractor is in compliance with Public Contract Code section be used for public works such as at the delivery site for the 10295 3 assembly and installation of the equipment or materials under the purchase order. Pursuant to Section 1770 of the 55. SMALL BUSINESS PARTICIPATION AND DVBE California Labor Code, the Department of Industrial PARTICIPATION REPORTING REQUIREMENTS: Relations has ascertained the general prevailing rate of a) If for this CorAract Contractor made a commitment to achieve wages in the county in which the work is to be done, to be as small business participation, then Contractor must within 60 listed In the Department of Transportation booklet entitled days of receiving final payment under this Contract (or within General Prevailing Wage Rates. The booklet is compiled such other time period as may be specified elsewhere in this monthly and copies of the same are available from the Contract) report to the awarding department the actual! Department of Industrial Relations, Prevailing Wage Unit at percentage of small business participation that was I www.dIr,0,gov (select Statistics & Research) or (415) 703- achieved. �Govt. Code § 14841.) ichieve 4774. The booklet is required to be posted at the job site. b) If for this Contract Contractor made a commitment to c) The Contractor hereby certifies by signing this Contract that: disabled veteran business enterprise (DVBE) participation, i) Contractor has met or will comply with the standards of then Contractor must within 60 days of receiving final affirmative, compliance with the Non-4iscrlmtnation payment under this Contract (or within such other time Clause Requirements included herein. period as may be specified elsewhere In this Contract) certify 11) Contractor is aware of the provisions of Section 3700 of in a report to the awarding department: (1) the total amount the Labor Code that require every employer to be the prime Contractor received under the Contract; insured against liability for workmen's compensation or (2) the name'and address of the DVBE(s) that participated in to undertake self-insurance in accordance with the the performance of the Contract; (3) the amount each DVBE provisions of that Code, and Contractor will comply with received from the prime Contractor; (4) that all payments such provisions before commencing the performance of under the Contract have been made to the DVBE; and (he work of the purchase order. (5) the actual percentage of DVBE participation that was d) Laws to be Observed achieved. A person or entity that knowingly provides false Information shall be subject to a civil penalty for each 1) Labor Pursuant to Section 1775 of the California Labor Code violation, ' (Mil. & Vets! Code § 999,5(d); Govt. Code the Contractor shall!„ as a penalty to the State or Political § 14841.) subdivision on whose behalf the purchase order is made or awarded, forfeit not more then fifty ($50,00) for each 56, LOSS LEADER: It Is unlawful for any person engaged in calendar day, or portions thereof, for each worker paid by business within this state to sell or use any article or product as a Ihim or subContractor under him, less than the prevailing "loss leader" as defined In Sectiorl 17030 of the -Business and wage so stipulated; and in ,addition, the Contractor Professions Code. (PCC 10302(b).), further agrees to pay, to each workman the difference between the actual amount paid for each calendar day, or portions thereof, and the stipulated prevailing wage ADDITIONAL'GMAS TERMS CONDITIONS rate for the same. This provision shall not apply to properly indentured apprentices. 57, CMAS -- CONTRACTOR'S LICENSE REQUIREMENTS: Contracts that Include installation or tfoe wording "Furnish and Pursuant to Sections 1810-1815 of the California Labor Install' require al the tt;`ne' of Contract award that Contractors Code, inclusive, it Is further agreed that the maximum possess a valid California Stake Contractors t tcans,e. If sub- hours a worker Is to be employed is limited to eight fiours Contractors are used, they must also possess a valld Califomlal a day and forty hours a week and the Contractor shall State Contractor's License, All businesses which constnrot or bul,tding, highway„ road, facility, r llroad, forfeit, as a penalty to the State, twenty-five ($25) for each worker employed in the execution of the purchase aitec any . parking excavation or other structure In California must be ilea sed by order for each calendar., day during which a workman is the Califomta State Llcense, Board (GSLB) it the total cost (labor required or permitted, to labor more than eight hours in and materials) of the project is $600.00 or more. Failure Io be any, calendar day or more than, forty hours in any ilcansed or to keep the license awrent and In good standing shall calendar week, in violation of California Labor Code be grounds for Contract revocation. Sections 1810-1815, Inclusive. il) Workar's Comoensalon 58, CMAS -- PUBLIC WORKS REQUIREMENTS The Contractor will be required to secure the payment of (LABORIINSTALLATION): compensation to its employees In accordance with the a) Prior to the commencement of performance, the Contractor provisions of Labor Code Section 3700. must obtain and provide to the State, a payment bond, on ill) Travel and Subsistence Pa ment Standard Form 807, when the Contract Involves a public Travel and subsistence payments. shall be paid to each works expenditure (labortinstallation costs) In excess of worker needed to execute the work, as such travel and $5,000. Such bond shall be in a sum not less than one subsistence payments are defined in the applicable August 2010 Page 8 of 10 I GSPD-401 Non -IT Commodities-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PRO" IS�IGW - N� N-IT COMMODITIES collective bargaining agreements flied in accordance with Labor Code Section 1773.8. iv) Apprentices Special attention is directed to Sections 1777.5, 1777.6, and 1777.7 of the California Labor Code and Title 8, California Administrative Code Section 200 et seq. Each Contractor and/or subConlractor most, prior to commencement of the public works Contract/purchase order, contact the Division of Apprenticeship Standards, 525 Golden Gate Avenue, San Francisco, CA, or one of Its branch offices to Insure compliance and complete understanding of the law regarding apprentices and spedfi'catliy the require i'attd Ihererander. Responsibility for compliance with Is sexton lies with the prime Contractor. r) Payroll . The Contractor shall keep an accurate payroll record !showing the name, social isecurity account, and work classification specific and straight time and overtime hours worked by each, employee. A certified copy of the employee's r payroll record shall be available for inspection as specified in section 1776 of the California Labor Code, 58. CMAS -- TERMINATION OF CMAS CONTRACT: a) The State may terminate this CMAS Contract at any time upon 30 days prior written notice. b) If the Contractor's GSA Multiple Award Schedule is terminated Within the term of the California Multiple Award Schedule, Ihe'Callfornia schedule shall also be considered terminated on the same date. c) Upon termination or other' expiration of this Contract, each party will assist the other party in orderly terminafion 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. e) This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective. 60. CMAS -- CONTRACT AMOUNT; There' is no guarantee of minimum purchase of Contractor's products or services by the State. 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 Ilsoal' year dwing which the order was generated for the purposes of this program. in addition, this Contract (order) is subject to any additionalrestrictions„ limitations, or conditions enacted by the Corrgrass or any statute anacted by the Congress that may affect the provisions, terms or funding of oils 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. 63, CMAS -- CONFLICT OF INTEREST: a) Current State Employees (Public Contract Code Section 10410): l) No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial 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. 11) No officer or employee shall Contract on his or her own behalf as an independent Contractor with any State agency to provide Goods or services. b) Former State Employees (Public Contract Code Section 10411): 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 -malting process relevant to the Contract while employed in any capacity by any State agency. 11) For the twelve-month period from the date he or she left Stale employment, no former State offtr r or employee may enter Into a. Contract with any State agency if he of she was employed by that State agency In a, policy- maldngi position in the sarne general subject area as Ole proposed Contract within the twelve-rnonth period prior to his or her leaving State service. 64. CMAS -- SUBCONTRACTING REQUIREMENTS:. 61. CMAS':- DEBARMENT CERTIFICATION (FEDERALLY Any subConractor that the CMAS supplier chooses to use in FUNDED CONTRACTS), When 'Federal funds are being fulillling the requirements of oils Contractfpurciiase order, and expended, the prospective recipient of Federal assistance funds which Is expected to recefve more than, ten (10) percent of vattae is required to certify to the Buyor, that neither it nor Its principals of the Conbact"purdiase order, mast 81SO meet all Contractual, are presently debarred„ suspendod, proposed for debarment, admllnistrative, and technical requirements of the declared Ineligible, or voluntarily excluded from participation in Contrac(lixarohase order, as applicable, this transaction by'any Federal department or agency. 62. 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 governmenrt may be canceled with 30 days notice, and are subject to the fratlow ng; a) It Is mutually understood between the parties that �hls 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 65. CMAS -- RENTAL AGREEMENTS: The State does not agree to: • Indemnity 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. August 2010 Page 9 of 10 GSPD-401 Non -IT Commodltie's-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - NON -IT COMMODITIES 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 ithe! equipment, the Contractor must keep the equipment in goad 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 properly, Personal property taxes are not generally reimbursed when leasing equipment (SAM 8736). 66, CMAS -- LEASE (Lease $Mart TM): if an agency desires to lease through Lease'$Mart TM, the Contractor agrees to sell to lessor the assets at the same price as they agree to sell to the State. 67. CMAS -- QUARTERLY REPORTS: Contractors are- required to submit quarterly business activity reports, as specified in this Contract, even when there is no activity. A separate report is ; required for each Contract, as differentiated by alpha suffix. I 68, CMAS -- LIQ'QIDATP-D DAMAG & In the event that the Contractor fiefis to deliver in accordance with the Contract requirements, the parties agree that the delay will lnterfere. with the pr'dper fmplemenWlon of the State's programs, to the loss end damage of the;Slate, 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 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 rnay be deducted by the S�atq from any money payable to the Confractor, The Slate shall nfrldfy th 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. 69, CAAAS -- PROGRESS PAYMENT I ERrORMANCE BONDS. In accordance with PCC 1 0314: Any Contract for Goods to be manufachireq by the Contractor specialty for the State and not suitable for sale to'others to the ordinary course of the Contractor's business may provide, on such terms and conditions as One department deems necessary to protect the State's = Interests, for progress payments for work performed and costs Incurred al. the Contractor's shop or pdsnt„ provided that not less than 10 percent of the Contract price is required to be withheld until final delivery" and acceptance of the Goods, and provided further, that the Contractor is required to submit a faithful parformance bond acceptable to the department„ In a sum d�ot less than one-half of the total amount payable under the Go ;act securing time falthfull performanceofthe Contract by, the Contractor„ August 2010 Page 10 of 10 10