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1. DEFINITIONS:The following terms shall be given themeaning shown, unless context requiresotherwise or a unique meaning is otherwisespecified.a) “Business entity” means any individual,

business, partnership, joint venture,corporation, S-corporation, limited liabilitycorporation, limited liability partnership,sole proprietorship, joint stock company,consortium, or other private legal entityrecognized by statute.

b) “Buyer” means the State’s authorizedcontracting official.

c) “Contract” means this Contract oragreement (including any purchase order),by whatever name known or in whateverformat used.

d) “Contractor” means the Business Entitywith whom the State enters into thisContract. Contractor shall be synonymouswith “supplier”, “vendor” or other similarterm.

e) “Goods” (commodities) means all typesof tangible personal property, including butnot limited to materials, supplies, andequipment (including computer equipmentand telecommunications).

f) “State” means the government of theState of California, its employees andauthorized representatives, includingwithout limitation any department, agency,or other unit of the government of the Stateof California.

2. CONTRACT FORMATION:a) If this Contract results from a sealed bid

offered in response to a solicitationconducted pursuant to Chapters 2(commencing with Section 10290), 3(commencing with Section 12100), and 3.6(commencing with Section 12125) of Part2 of Division 2 of the Public Contract Code(PCC), then Contractor's bid is a firm offerto the State which is accepted by theissuance of this Contract and no further

action is required by either party. b) If this Contract results from a solicitation

other than described in paragraph a),above, Contractor’s quotation or proposalis deemed a firm offer and this Contractdocument is the State's acceptance of thatoffer.

c) If this Contract resulted from a joint bid, itshall be deemed one indivisible Contract.Each such joint Contractor will be jointlyand severally liable for the performance ofthe entire Contract. The State assumes noresponsibility or obligation for the divisionof orders or purchases among jointContractor’s.

3. COMPLETE INTEGRATION:This Contract, including any documentsincorporated herein by express reference, isintended to be a complete integration andthere are no prior or contemporaneousdifferent or additional agreements pertainingto the subject matter of the Contract.

4. SEVERABILITY:The Contractor and the State agree that if anyprovision of this Contract is found to be illegalor unenforceable, such term or provision shallbe deemed stricken and the remainder of theContract shall remain in full force and effect.Either party having knowledge of such term orprovision shall promptly inform the other of thepresumed non-applicability of such provision.

5. INDEPENDENT CONTRACTOR:Contractor and the agents and employees ofContractor, in the performance of thisContract, shall act in an independent capacityand not as officers or employees or agents ofthe State.

6. APPLICABLE LAW:This Contract shall be governed by and shallbe interpreted in accordance with the laws ofthe State of California; venue of any actionbrought with regard to this Contract shall be in

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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 ANDREGULATIONS:a) Contractor warrants and certifies that in

the performance of this Contract, it willcomply with all applicable statutes, rules,regulations and orders of the United Statesand the State of California and agrees toindemnify the State against any loss, cost,damage or liability by reason ofContractor’s violation of this provision.

b) If this Contract is in excess of $554,000, itis subject to the requirements of the WorldTrade Organization (WTO) GovernmentProcurement Agreement (GPA).

8. CONTRACTOR’S POWER AND AUTHORITY:The Contractor warrants that it has full powerand authority to grant the rights herein grantedand will hold the State harmless from andagainst any loss, cost, liability, and expense(including reasonable attorney fees) arisingout of any breach of this warranty. Further,Contractor avers that it will not enter into anyarrangement with any third party which mightabridge any rights of the State under thisContract.a) The State will notify Contractor of any such

claim in writing and tender the defensethereof within a reasonable time; and

b) Contractor will have sole control of thedefense of any action on such claim andall negotiations for its settlement orcompromise; provided that (i) whensubstantial principles of government orpublic law are involved, when litigationmight create precedent affecting futureState operations or liability, or wheninvolvement of the State is otherwisemandated by law, the State mayparticipate in such action at its ownexpense with respect to attorneys’ feesand costs (but not liability); (ii) the State will

have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.

9. ASSIGNMENT:This Contract shall not be assignable by theContractor in whole or in part without thewritten consent of the State. For the purposeof this paragraph, State will not unreasonablyprohibit Contractor from freely assigning itsright to payment, provided that Contractorremains responsible for its obligationshereunder.

10. WAIVER OF RIGHTS:Any action or inaction by the State or thefailure of the State on any occasion, to enforceany right or provision of the Contract, shall notbe construed to be a waiver by the State of itsrights hereunder and shall not prevent theState from enforcing such provision or right onany future occasion. The rights and remediesof the State herein are cumulative and are inaddition to any other rights or remedies thatthe State may have at law or in equity.

11. ORDER OF PRECEDENCE:In the event of any inconsistency between thearticles, attachments, specifications orprovisions which constitute this Contract, thefollowing order of precedence shall apply:a) these General Provisions – Non-IT

Commodities;b) Contract form, i.e., Purchase Order STD

65, etc., and any amendments thereto;c) Statement of Work, including any

specifications incorporated by referenceherein;

d) special terms and conditions; ande) all other attachments incorporated in the

Contract by reference.

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12. PACKING AND SHIPMENT:a) All Goods are to be packed in suitable

containers for protection in shipment andstorage, and in accordance with applicablespecifications. Each container of a multiplecontainer shipment shall be identified to:i) show the number of the container and

the total number of containers in theshipment; and

ii) the number of the container in whichthe packing sheet has been enclosed.

b) All shipments by Contractor or itssubcontractors must include packingsheets identifying: the State’s Contractnumber; item number; quantity and unit ofmeasure; part number and description ofthe Goods shipped; and appropriateevidence of inspection, if required. Goodsfor different Contracts shall be listed onseparate packing sheets.

c) Shipments must be made as specified inthis Contract, as it may be amended, orotherwise directed in writing by the State’sTransportation Management Unit withinthe Department of General Services,Procurement Division.

13. TRANSPORTATION COSTS AND OTHERFEES OR EXPENSES:No charge for delivery, drayage, express,parcel post, packing, cartage, insurance,license fees, permits, cost of bonds, or for anyother purpose will be paid by the State unlessexpressly included and itemized in theContract.a) Contractor must strictly follow Contract

requirements regarding Free on Board(F.O.B.), freight terms and routinginstructions. The State may permit use ofan alternate carrier at no additional cost tothe State with advance writtenauthorization of the Buyer.

b) If “prepay and add” is selected, supportingfreight bills are required when over $50,unless an exact freight charge is approvedby the Transportation Management Unitwithin the Department of General Services

Procurement Division and a waiver is granted.

c) On "F.O.B. Shipping Point" transactions,should any shipments under the Contractbe received by the State in a damagedcondition and any related freight loss anddamage claims filed against the carrier orcarriers be wholly or partially declined bythe carrier or carriers with the inferencethat damage was the result of the act of theshipper such as inadequate packaging orloading or some inherent defect in theequipment and/or material, Contractor, onrequest of the State, shall at Contractor'sown expense assist the State inestablishing carrier liability by supplyingevidence that the equipment and/ormaterial was properly constructed,manufactured, packaged, and secured towithstand normal transportationconditions.

14. TIME IS OF THE ESSENCE:Time is of the essence in this Contract.

15. DELIVERY:Contractor shall strictly adhere to the deliveryand completion schedules specified in thisContract. Time, if stated as a number of days,shall mean calendar days unless otherwisespecified. The quantities specified herein arethe only quantities required. If Contractordelivers in excess of the quantities specifiedherein, the State shall not be required to makeany payment for the excess Goods, and mayreturn them to Contractor at Contractor’sexpense or utilize any other rights available tothe State at law or in equity.

16. SUBSTITUTIONS:Substitution of Goods may not be tenderedwithout advance written consent of the Buyer.Contractor shall not use any specification inlieu of those contained in the Contract withoutwritten consent of the Buyer.

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17. INSPECTION, ACCEPTANCE AND REJECTION:a) Contractor and its subcontractors will

provide and maintain a quality assurancesystem acceptable to the State coveringGoods and services under this Contractand will tender to the State only thoseGoods that have been inspected andfound to conform to this Contract’srequirements. Contractor will keep recordsevidencing inspections and their result,and will make these records available tothe State during Contract performance andfor three years after final payment.Contractor shall permit the State to reviewprocedures, practices, processes andrelated documents to determine theacceptability of Contractor’s qualityassurance system or other businesspractices related to performance of theContract.

b) All Goods may be subject to inspectionand test by the State or its authorizedrepresentatives.

c) Contractor and its subcontractors shallprovide all reasonable facilities for thesafety and convenience of inspectors at noadditional cost to the State. Contractorshall furnish to inspectors all informationand data as may be reasonably required toperform their inspection.

d) All Goods to be delivered hereunder maybe subject to final inspection, test andacceptance by the State at destination,notwithstanding any payment or inspectionat source.

e) The State shall give written notice ofrejection of Goods delivered or servicesperformed hereunder within a reasonabletime after receipt of such Goods orperformance of such services. Such noticeof rejection will state the respects in whichthe Goods do not substantially conform totheir specifications. If the State does notprovide such notice of rejection withinthirty (30) days, unless otherwise specifiedin the Statement of Work, of delivery, 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.

18. SAMPLES:a) Samples of items may be required by the

State for inspection and specificationtesting and must be furnished free ofexpense to the State. The samplesfurnished must be identical in all respectsto the products bid and/or specified in theContract.

b) Samples, if not destroyed by tests, may,upon request made at the time the sampleis furnished, be returned at Contractor’sexpense.

19. WARRANTY:Unless otherwise specified, the warrantiescontained in this Contract begin afteracceptance has occurred.a) Contractor warrants that Goods and

services furnished hereunder will conformto the requirements of this Contract(including all descriptions, specificationsand drawings made a part hereof), andsuch Goods will be merchantable, fit fortheir intended purposes, free from alldefects in materials and workmanship andto the extent not manufactured pursuant todetailed designs furnished by the State,free from defects in design. The State’sapproval of designs or specificationsfurnished by Contractor shall not relievethe Contractor of its obligations under thiswarranty.

b) All warranties, including special warrantiesspecified elsewhere herein, shall inure tothe State, its successors, assigns,customer agencies and users of the

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Goods or services.

20. SAFETY AND ACCIDENT PREVENTION:In performing work under this Contract onState premises, Contractor shall conform toany specific safety requirements contained inthe Contract or as required by law orregulation. Contractor shall take any additionalprecautions as the State may reasonablyrequire for safety and accident preventionpurposes. Any violation of such rules andrequirements, unless promptly corrected, shallbe grounds for termination of this Contract inaccordance with the default provisions hereof.

21. INSURANCE:When performing work on property in the care,custody or control of the State, Contractorshall maintain all commercial general liabilityinsurance, workers’ compensation insuranceand any other insurance the State deemsappropriate under the Contract. Contractorshall furnish an insurance certificateevidencing required insurance coverageacceptable to the State. Upon request by theBuyer, the Contractor may be required to havethe State shown as an “additional insured” onselected policies.

22. TERMINATION FOR NON-APPROPRIATIONOF FUNDS:a) If the term of this Contract extends into

fiscal years subsequent to that in which itis approved, such continuation of theContract is contingent on the appropriationof funds for such purpose by theLegislature. If funds to effect suchcontinued payment are not appropriated,Contractor agrees to take back anyaffected Goods furnished under thisContract, terminate any services suppliedto the State under this Contract, andrelieve the State of any further obligationtherefor.

b) STATE AGREES THAT IF PARAGRAPH(a) ABOVE IS INVOKED, GOODS SHALLBE RETURNED TO THE CONTRACTOR

IN SUBSTANTIALLY THE SAME CONDITION IN WHICH DELIVERED TO THE STATE, SUBJECT TO NORMAL WEAR AND TEAR. STATE FURTHER AGREES TO PAY FOR PACKING, CRATING, TRANSPORTATION TO CONTRACTOR’S NEAREST FACILITY AND FOR REIMBURSEMENT TO THE CONTRACTOR FOR EXPENSES INCURRED FOR THEIR ASSISTANCE IN SUCH PACKING AND CRATING.

23. TERMINATION FOR THE CONVENIENCE OFTHE STATE:a) The State may terminate performance of

work under this Contract for itsconvenience in whole or, from time to time,in part, if the Department of GeneralServices, Deputy Director, ProcurementDivision, or designee, determines that atermination is in the State’s interest. TheDepartment of General Services, DeputyDirector, Procurement Division, ordesignee, shall terminate by delivering tothe Contractor a Notice of Terminationspecifying the extent of termination andthe effective date thereof. The partiesagree that, as to the terminated portion ofthe Contract, the Contract shall bedeemed to remain in effect until such timeas the termination settlement, if any, isconcluded and the Contract shall not bevoid.

b) After receipt of a Notice of Termination,and except as directed by the State, theContractor shall immediately proceed withthe following obligations, as applicable,regardless of any delay in determining oradjusting any amounts due under thisclause. The Contractor shall:i) Stop work as specified in the Notice of

Termination.ii) Place no further subcontracts for

materials, services, or facilities, exceptas necessary to complete thecontinued portion of the Contract.

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iii) Terminate all subcontracts to the extentthey relate to the work terminated.

iv) Settle all outstanding liabilities andtermination settlement proposalsarising from the termination ofsubcontracts; the approval orratification of which will be final forpurposes of this clause.

24. TERMINATION FOR DEFAULT:a) The State may, subject to the Force

Majeure paragraph contained herein, bywritten notice of default to the Contractor,terminate this Contract in whole or in partif the Contractor fails to:i) Deliver the Goods or to perform the

services within the time specified in theContract or any amendment thereto;

ii) Make progress, so as to endangerperformance of this Contract (but seesubparagraph (b) below); or

iii) Perform any of the other provisions ofthis Contract (but see subparagraph(b), below).

b) The State’s right to terminate this Contractunder subparagraphs (a)(ii) and (a)(iii)above, may be exercised if the Contractordoes not cure such failure within the timeframe stated in the cure notice issued bythe Buyer.

c) If the State terminates this Contract inwhole or in part, it may acquire, under theterms and in the manner the Buyerconsiders appropriate, Goods or servicessimilar to those terminated, and theContractor will be liable to the State for anyexcess costs for those Goods or services.However, the Contractor shall continue thework not terminated.

d) If the Contract is terminated for default, theState may require the Contractor totransfer title and deliver to the State, asdirected by the Buyer, any:i) Completed Goods, andii) Partially completed Goods and

materials, parts, tools, dies, jigs,fixtures, plans, drawings, information,

and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest.

e) The State shall pay Contract price forcompleted Goods delivered and accepted.The Contractor and Buyer shall agree onthe amount of payment for manufacturingmaterials delivered and accepted for theprotection and preservation of theproperty. Failure to agree will be a disputeunder the Disputes clause. The State maywithhold from these amounts any sum theBuyer determines to be necessary toprotect the State against loss because ofoutstanding liens or claims of former lienholders.

f) If, after termination, it is determined thatthe Contractor was not in default, or thatthe default was excusable, the rights andobligations of the parties shall be the sameas if the termination had been issued forthe convenience of the State.

g) The rights and remedies of the State in thisclause are in addition to any other rightsand remedies provided by law or underthis Contract.

25. FORCE MAJEURE:Except for defaults of subcontractors at anytier, the Contractor shall not be liable for anyexcess costs if the failure to perform theContract arises from causes beyond thecontrol and without the fault or negligence ofthe Contractor. Examples of such causesinclude, but are not limited to:a) Acts of God or of the public enemy, andb) Acts of the federal or state government in

either its sovereign or contractual capacity.If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the

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Contractor and subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform.

26. RIGHTS AND REMEDIES OF STATE FORDEFAULT:a) In the event any Goods furnished or

services provided by the Contractor in theperformance of the Contract should fail toconform to the requirements herein, or tothe sample submitted by the Contractor,the State may reject the same, and it shallbecome the duty of the Contractor toreclaim and remove the item promptly or tocorrect the performance of services,without expense to the State, andimmediately replace all such rejecteditems with others conforming to theContract.

b) In addition to any other rights andremedies the State may have, the Statemay require Contractor, at Contractor’sexpense, to ship Goods via air freight orexpedited routing to avoid or minimizeactual or potential delay if the delay is thefault of the Contractor.

c) In the event of the termination of theContract, either in whole or in part, byreason of default or breach by theContractor, any loss or damage sustainedby the State in procuring any items whichthe Contractor agreed to supply shall beborne and paid for by the Contractor.

d) The State reserves the right to offset thereasonable cost of all damages caused tothe State against any outstanding invoicesor amounts owed to Contractor or to makea claim against the Contractor therefore.

27. CONTRACTOR’S LIABILITY FOR INJURY TOPERSONS OR DAMAGE TO PROPERTY:a) The Contractor shall be liable for damages

arising out of injury to the person and/ordamage to the property of the State,employees of the State, personsdesignated by the State for training, or any

other person(s) other than agents or employees of the Contractor, designated by the State for any purpose, prior to, during, or subsequent to delivery, installation, acceptance, and use of the Goods either at the Contractor’s site or at the State’s place of business, provided that the injury or damage was caused by the fault or neligence of the Contractor.

b) Contractor shall not be liable for damagesarising out of or caused by an alteration oran attachment not made or installed by theContractor, or for damage to alterations orattachments that may result from thenormal operation and maintenance of theGoods provided by the Contractor duringthe Contract.

28. INDEMNIFICATION:Contractor agrees to indemnify, defend andsave harmless the State, its officers, agentsand employees from any and all claims andlosses accruing or resulting to any and allContractors, subcontractors, suppliers,laborers and any other person, firm, orcorporation furnishing or supplying work,services, materials or supplies in connectionwith the performance of this Contract, andfrom any and all claims and losses accruing orresulting to any person, firm or corporationwhich may be injured or damaged byContractor in the performance of this Contract.

29. INVOICES:Unless otherwise specified, invoices shall besent to the address set forth herein. Invoicesshall be submitted in triplicate and shallinclude the Contract number; release ordernumber (if applicable); item number; unit price,extended item price and invoice total amount.State sales tax and/or use tax shall beitemized separately and added to each invoiceas applicable.

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30. REQUIRED PAYMENT DATE:Payment will be made in accordance with theprovisions of the California Prompt PaymentAct, Government Code Section 927 et. seq.Unless expressly exempted by statute, the Actrequires state agencies to pay properlysubmitted, undisputed invoices not more than45 days after (i) the date of acceptance ofGoods or performance of services; or (ii)receipt of an undisputed invoice, whichever islater.

31. TAXES:Unless otherwise required by law, the State ofCalifornia is exempt from Federal excisetaxes. The State will only pay for any State orlocal sales or use taxes on the servicesrendered or Goods supplied to the Statepursuant to this Contract.

32. NEWLY MANUFACTURED GOODS:All Goods furnished under this Contract shallbe newly manufactured Goods; used orreconditioned Goods are prohibited, unlessotherwise specified.

33. CONTRACT MODIFICATION:No amendment or variation of the terms of thisContract shall be valid unless made in writing,signed by the parties and approved asrequired. No oral understanding or agreementnot incorporated in the Contract is binding onany of the parties.

34. CONFIDENTIALITY OF DATA:All financial, statistical, personal, technical andother data and information relating to theState's operation which are designatedconfidential by the State and made availableto the Contractor in order to carry out thisContract, or which become available to theContractor in carrying out this Contract, shallbe protected by the Contractor fromunauthorized use and disclosure through theobservance of the same or more effectiveprocedural requirements as are applicable tothe State. The identification of all such

confidential data and information as well as the State's procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided by the State in writing to the Contractor. If the methods and procedures employed by the Contractor for the protection of the Contractor's data and information are deemed by the State to be adequate for the protection of the State's confidential information, such methods and procedures may be used, with the written consent of the State, to carry out the intent of this paragraph. The Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is already rightfully in the Contractor’s possession, is independently developed by the outside the scope of this Contract, or is rightfully obtained from third parties.

35. NEWS RELEASES:Unless otherwise exempted, news releasespertaining to this Contract shall not be madewithout prior written approval of theDepartment of General Services.

36. PATENT, COPYRIGHT and TRADE SECRETINDEMNITY:a) Contractor shall hold the State of

California, its officers, agents andemployees, harmless from liability of anynature or kind, including costs andexpenses, for infringement or use of anycopyrighted or uncopyrighted composition,secret process, patented or unpatentedinvention, article or appliance furnished orused in connection with the Contract.

b) Contractor may be required to furnish abond to the State against any and all loss,damage, costs, expenses, claims andliability for patent, copyright and tradesecret infringement.

c) Contractor, at its own expense, shalldefend any action brought against theState to the extent that such action is

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based upon a claim that the Goods or software supplied by the Contractor or the operation of such Goods pursuant to a current version of Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the Contractor shall be notified

within a reasonable time in writing bythe State of any notice of such claim;and,

ii) That the Contractor shall have the solecontrol of the defense of any action onsuch claim and all negotiations for itssettlement or compromise, provided,however, that when principles ofgovernment or public law are involved,the State shall have the option toparticipate in such action at its ownexpense.

d) Should the Goods or software, or theoperation thereof, become, or in theContractor's opinion are likely to become,the subject of a claim of infringement of aUnited States patent or copyright or atrade secret, the State shall permit theContractor at its option and expense eitherto procure for the State the right tocontinue using the Goods or software, orto replace or modify the same so that theybecome non-infringing. If none of theseoptions can reasonably be taken, or if theuse of such Goods or software by the Stateshall be prevented by injunction, theContractor agrees to take back suchGoods or software and make everyreasonable effort to assist the State inprocuring substitute Goods or software. If,in the sole opinion of the State, the returnof such infringing Goods or softwaremakes the retention of other Goods orsoftware acquired from the Contractorunder this Contract impractical, the State

shall then have the option of terminating 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 theState under any provision of this clausewith respect to any claim of patent,copyright or trade secret infringementwhich is based upon:i) The combination or utilization of Goods

furnished hereunder with equipment ordevices not made or furnished by theContractor; or,

ii) The operation of equipment furnishedby the Contractor under the control ofany operating software other than, or inaddition to, the current version ofContractor-supplied operatingsoftware; or

iii) The modification by the State of theequipment furnished hereunder or ofthe software; or

iv) The combination or utilization ofsoftware furnished hereunder with non-contractor supplied software.

f) Contractor certifies that it has appropriatesystems and controls in place to ensurethat state funds will not be used in theperformance of this Contract for theacquisition, operation or maintenance ofcomputer software in violation of copyrightlaws.

g) The foregoing states the entire liability ofthe Contractor to the State with respect toinfringement of patents, copyrights ortrade secrets.

37. EXAMINATION AND AUDIT:Contractor agrees that the State, or itsdesignated representative shall have the rightto review and copy any records and supportingdocumentation pertaining to performance ofthis Contract. Contractor agrees to maintain

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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 faith and

attempt to resolve potential disputesinformally. If the dispute persists,Contractor shall submit to the DepartmentDirector or designee a written demand fora final decision regarding the disposition ofany dispute between the parties arisingunder, related to or involving this Contract,unless the State, on its own initiative, hasalready rendered such a final decision.Contractor’s written demand shall be fullysupported by factual information, and ifsuch demand involves a cost adjustmentto the Contract, Contractor shall includewith the demand a written statementsigned by an authorized person indicatingthat the demand is made in good faith, thatthe supporting data are accurate andcomplete and that the amount requestedaccurately reflects the Contractadjustment for which Contractor believesthe State is liable. If the Contractor is notsatisfied with the decision of theDepartment Director or designee, theContractor may appeal the decision to theDepartment of General Services, DeputyDirector, Procurement Division. In theevent that this Contract is for informationtechnology Goods and/or services, thedecision may be appealed to an ExecutiveCommittee of State and Contractorpersonnel.

b) Pending the final resolution of any dispute

arising under, related to or involving this Contract, Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of Goods or providing of services in accordance with the State’s instructions. Contractor’s failure to diligently proceed in accordance with the State’s instructions shall be considered a material breach of this Contract.

c) Any final decision of the State shall beexpressly identified as such, shall be inwriting, and shall be signed by theDepartment Director or designee orDeputy Director, Procurement Division ifan appeal was made. If the State fails torender a final decision within 90 days afterreceipt of Contractor’s demand, it shall bedeemed a final decision adverse toContractor’s contentions. The State’s finaldecision shall be conclusive and bindingregarding the dispute unless Contractorcommences an action in a court ofcompetent jurisdiction to contest suchdecision within 90 days following the dateof the final decision or one (1) yearfollowing the accrual of the cause ofaction, whichever is later.

39. STOP WORK:a) The State may, at any time, by written Stop

Work Order to the Contractor, require theContractor to stop all, or any part, of thework called for by this Contract for a periodup to 90 days after the Stop Work Order isdelivered to the Contractor, and for anyfurther period to which the parties mayagree. The Stop Work Order shall bespecifically identified as such and shallindicate it is issued under this clause.Upon receipt of the Stop Work Order, theContractor shall immediately comply withits terms and take all reasonable steps tominimize the incurrence of costs allocableto the work covered by the Stop WorkOrder during the period of work stoppage.Within a period of 90 days after a Stop

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Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the State shall either: i) Cancel the Stop Work Order; orii) Terminate the work covered by the

Stop Work Order as provided for in thetermination for default or thetermination for convenience clause ofthis Contract.

b) If a Stop Work Order issued under thisclause is canceled or the period of the StopWork Order or any extension thereofexpires, the Contractor shall resume work.The State shall make an equitableadjustment in the delivery schedule, theContract price, or both, and the Contractshall be modified, in writing, accordingly, if:i) The Stop Work Order results in an

increase in the time required for, or inthe Contractor’s cost properly allocableto the performance of any part of thisContract; and

ii) The Contractor asserts its right to anequitable adjustment within 30 daysafter the end of the period of workstoppage; provided, that if the Statedecides the facts justify the action, theState may receive and act upon aproposal submitted at any time beforefinal payment under this Contract.

c) If a Stop Work Order is not canceled andthe work covered by the Stop Work Orderis terminated in accordance with theprovision entitled Termination for theConvenience of the State, the State shallallow reasonable costs resulting from theStop Work Order in arriving at thetermination settlement.

d) The State shall not be liable to theContractor for loss of profits because of aStop Work Order issued under this clause.

40. PRIORITY HIRING CONSIDERATIONS:If this Contract includes services in excess of$200,000, the Contractor shall give priorityconsideration in filling vacancies in positions

funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with PCC Section 10353.

41. COVENANT AGAINST GRATUITIES:The Contractor warrants that no gratuities (inthe form of entertainment, gifts, or otherwise)were offered or given by the Contractor, or anyagent or representative of the Contractor, toany officer or employee of the State with aview toward securing the Contract or securingfavorable treatment with respect to anydeterminations concerning the performance ofthe Contract. For breach or violation of thiswarranty, the State shall have the right toterminate the Contract, either in whole or inpart, and any loss or damage sustained by theState in procuring on the open market anyitems which Contractor agreed to supply shallbe borne and paid for by the Contractor. Therights and remedies of the State provided inthis clause shall not be exclusive and are inaddition to any other rights and remediesprovided by law or in equity.

42. NONDISCRIMINATION CLAUSE:a) During the performance of this Contract,

Contractor and its subcontractors shall notunlawfully discriminate, harass or allowharassment, against any employee orapplicant for employment because of sex,sexual orientation, race, color, ancestry,religious creed, national origin, disability(including HIV and AIDS), medicalcondition (cancer), age, marital status, anddenial of family care leave. Contractor andsubcontractors 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

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(California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

b) The Contractor shall include thenondiscrimination and complianceprovisions of this clause in all subcontractsto perform work under the Contract.

43. NATIONAL LABOR RELATIONS BOARDCERTIFICATION:Contractor swears under penalty of perjurythat no more than one final, unappealablefinding of contempt of court by a federal courthas been issued against the Contractor withinthe immediately preceding two-year periodbecause of the Contractor’s failure to complywith an order of the National Labor RelationsBoard. This provision is required by, and shallbe construed in accordance with, PCC Section10296.

44. ASSIGNMENT OF ANTITRUST ACTIONSPursuant to Government Code Sections 4552,4553, and 4554, the following provisions areincorporated herein:a) In submitting a bid to the State, the

supplier offers and agrees that if the bid isaccepted, it will assign to the State allrights, title, and interest in and to all causesof action it may have under Section 4 ofthe Clayton Act (15 U.S.C. 15) or under theCartwright Act (Chapter 2, commencingwith Section 16700, of Part 2 of Division 7of the Business and Professions Code),arising from purchases of Goods, material,or services by the supplier for sale to the

State pursuant to the solicitation. Such assignment shall be made and become effective at the time the State tenders final payment to the supplier.

b) If the State receives, either throughjudgment or settlement, a monetaryrecovery for a cause of action assignedunder this chapter, the assignor shall beentitled to receive reimbursement foractual legal costs incurred and may, upondemand, recover from the State anyportion of the recovery, including trebledamages, attributable to overcharges thatwere paid by the assignor but were notpaid by the State as part of the bid price,less the expenses incurred in obtainingthat portion of the recovery.

c) Upon demand in writing by the assignor,the assignee shall, within one year fromsuch demand, reassign the cause of actionassigned under this part if the assignor hasbeen or may have been injured by theviolation of law for which the cause ofaction arose andi) the assignee has not been injured

thereby, orii) the assignee declines to file a court

action for the cause of action.

45. DRUG-FREE WORKPLACE CERTIFICATION:The Contractor certifies under penalty ofperjury under the laws of the State of Californiathat the Contractor will comply with therequirements of the Drug-Free Workplace Actof 1990 (Government Code Section 8350 etseq.) and will provide a drug-free workplace bytaking the following actions:a) Publish a statement notifying employees

that unlawful manufacture, distribution,dispensation, possession, or use of acontrolled substance is prohibited andspecifying actions to be taken againstemployees for violations, as required byGovernment Code Section 8355(a).

b) Establish a Drug-Free AwarenessProgram as required by Government CodeSection 8355(b) to inform employees

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about all of the following: i) the dangers of drug abuse in the

workplace;ii) the person's or organization's policy of

maintaining a drug-free workplace;iii) any available counseling, rehabilitation

and employee assistance programs;and,

iv) penalties that may be imposed uponemployees for drug abuse violations.

c) Provide, as required by Government CodeSection 8355(c), that every employee whoworks on the proposed or resultingContract:i) will receive a copy of the company's

drug-free policy statement; and,ii) will agree to abide by the terms of the

company's statement as a condition ofemployment on the Contract.

46. FOUR-DIGIT DATE COMPLIANCE:Contractor warrants that it will provide onlyFour-Digit Date Compliant (as defined below)Deliverables and/or services to the State.“Four Digit Date Compliant” Deliverables andservices can accurately process, calculate,compare, and sequence date data, includingwithout limitation date data arising out of orrelating to leap years and changes incenturies. This warranty and representation issubject to the warranty terms and conditions ofthis Contract and does not limit the generalityof warranty obligations set forth elsewhereherein.

47. SWEATFREE CODE OF CONDUCT:a) Contractor declares under penalty of

perjury that no apparel, garments orcorresponding accessories, equipment,materials, or supplies furnished to theState pursuant to the Contract have beenproduced in whole or in part by sweatshoplabor, forced labor, convict labor,indentured labor under penal sanction,abusive forms of child labor or exploitationof children in sweatshop labor, or with thebenefit 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 www.dir.ca.gov, and Public Contract Code Section 6108.

b) Contractor agrees to cooperate fully inproviding reasonable access to its records,documents, agents or employees, orpremises if reasonably required byauthorized officials of the State, theDepartment of Industrial Relations, or theDepartment of Justice to determineContractor’s compliance with therequirements under paragraph (a).

48. RECYCLING:The Contractor shall certify in writing underpenalty of perjury, the minimum, if not exact,percentage of post-consumer material asdefined in the Public Contract Code Section12200, in products, materials, Goods, orsupplies offered or sold to the State regardlessof whether the product meets therequirements of Section 12209. With respectto printer or duplication cartridges that complywith the requirements of Section 12156(e), thecertification required by this subdivision shallspecify that the cartridges so comply (PCC12205).

49. CHILD SUPPORT COMPLIANCE ACT:For any Contract in excess of $100,000, theContractor acknowledges in accordance withPCC Section 7110, that:a) The Contractor recognizes the importance

of child and family support obligations andshall fully comply with all applicable stateand federal laws relating to child andfamily support enforcement, including, butnot limited to, disclosure of information andcompliance with earnings assignment

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orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and

b) The Contractor, to the best of itsknowledge is fully complying with theearnings assignment orders of allemployees and is providing the names ofall new employees to the New HireRegistry maintained by the CaliforniaEmployment Development Department.

50. AMERICANS WITH DISABILITIES ACT:Contract assures the State that the Contractorcomplies with the Americans with DisabilitiesAct of 1990 (42 U.S.C. 12101 et seq).

51. ELECTRONIC WASTE RECYCLING ACT OF2003:The Contractor certifies that it complies withthe requirements of the Electronic WasteRecycling Act of 2003, Chapter 8.5, Part 3 ofDivision 30, commencing with Section 42460of the Public Resources Code, relating tohazardous and solid waste. Contractor shallmaintain documentation and providereasonable access to its records anddocuments that evidence compliance.

52. USE TAX COLLECTION:In accordance with PCC Section 10295.1,Contractor certifies that it complies with therequirements of Section 7101 of the Revenueand Taxation Code. Contractor further certifiesthat it will immediately advise State of anychange in its retailer’s seller’s permit orcertification of registration or applicableaffiliate’s seller’s permit or certificate ofregistration as described in subdivision (a) ofPCC Section 10295.1.

53. EXPATRIATE CORPORATIONS:Contractor hereby declares that it is not anexpatriate corporation or subsidiary of anexpatriate corporation within the meaning ofPCC Section 10286 and 10286.1, and iseligible to Contract with the State.

54. DOMESTIC PARTNERS:For Contracts over $100,000 executed oramended after January 1, 2007, theContractor certifies that the Contractor is incompliance with Public Contract Code Section10295.3.

55. SMALL BUSINESS PARTICIPATION ANDDVBE PARTICIPATION REPORTINGREQUIREMENTS:

a) If for this Contract Contractor madea commitment to achieve small businessparticipation, then Contractor must within60 days of receiving final payment underthis Contract (or within such other timeperiod as may be specified elsewhere inthis Contract) report to the awardingdepartment the actual percentage of smallbusiness participation that was achieved.(Govt. Code § 14841.)b) If for this Contract Contractor madea commitment to achieve disabled veteranbusiness enterprise (DVBE) participation,then Contractor must within 60 days ofreceiving final payment under this Contract(or within such other time period as may bespecified elsewhere in this Contract)certify in a report to the awardingdepartment:

(1) the total amount the primeContractor received under theContract;

(2) the name and address of theDVBE(s) that participated in theperformance of the Contract;

(3) the amount each DVBE receivedfrom the prime Contractor;

(4) that all payments under theContract have been made to theDVBE; and

(5) the actual percentage of DVBEparticipation that was achieved. Aperson or entity that knowinglyprovides false information shall besubject to a civil penalty for eachviolation. (Mil. & Vets. Code §999.5(d); Govt. Code § 14841.)

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56. LOSS LEADER:It is unlawful for any person engaged inbusiness within this state to sell or use anyarticle or product as a “loss leader” as definedin Section 17030 of the Business andProfessions Code. (PCC 10302(b).).