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CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: April 16, 2013 AGENDA ITEM NO. ITEM TITLE: Resolution of the City Council of the City of National City waiving the bid process by utilizing Western States Contracting Alliance (WSCA) contract B27160, and authorizing the purchase from Dell Inc. of Desktop Computers, and Microsoft Office Software for an amount not to exceed $234,870.00 PREPARED BY: Ron Williams DEPARTMENT: A PHONE: 619-336-4373 APPROVED BY: EXPLANATION: There are 245 desktop computers utilized by City of National City s proximately five years or older. These systems are utilizing, hardware, operating systems (Windows XP) and productivity software (Microsoft Office 2003) that are at End of Support (EOS)_ As a result, software updates and spare parts will become increasingly difficult to obtain when hardware or software issues occur. It is requested that Council waive the formal bidding requirements as allowed in Chapter 2.60.260 of the Municipal Code, and award the purchase to Dell Inc., for the following reasons: 1 _ Piggyback State of California Western States Contracting Alliance (WSCA) contract B27160 2. The price has been determined to be competitive within the industry. 3. No further purpose would be served by issuing a formal bid at this point in the process. FINANCIAL STATEMENT: ACCOUNT NO. 629-403-082-502-0000 ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: APPROVED: APPROVED: FINAL ADOPTION: 'Finance MIS STAFF RECOMMENDATION: Staff recommends replacement of 245 desktop workstations and the upgrade of the Microsoft Office Software. BOARD 1 COMMISSION RECOMMENDATION: N/A ATTACHMENTS: Quote, Contract Information Quote Summary Page 1 of 2 S Date: 4/5/2013 QUOTATION Quote #: 649501076 Customer #: 000335073 Contract #: WN99A132 CustomerAgreement #: WSCA B27160 Quote Date: 04/05/2013 Customer Name: CITY OF NATIONAL CITY Thanks for choosing Dell! Your quote Is detailed below; please review the quote for product and informational accuracy. If you find errors or desire certain changes please contact your sales professional as soon as possible. Sales Professional Information SALES REP: NICHOLAS LAUCK PHONE: 1800 - 8793355 Email Address: Nicholas LaucISCDell.corn Phone Ext: 5139099 GROUP: 1 QUANTITY: 145 SYSTEM PRICE: $888.00 GROUP TOTAL: $128,760.00 Description Quantity OptiPlex 3010 Desktop Standard PSU (225-3520) 145 Intel Pentium Processor G645 (3M Cache, 2.90 GHz, w/HD Graphics), Dell Optiplex 3010 (319-1450) 145 4GB, NON-ECC, 1600MHZ DDR3,1DIMM,OPTI (319-0218) 145 Dell USB KB, English, WIN7J8, Optiplex and Precision Desktop (331-9588) 145 Dell Professional P2312H, Wide screen, 23in VIS, HAS,VGA,DVI, Optiplex,Precision,Latitude (320-2934) 145 Intel® Integrated Graphic w/Single HDMINGA, Optiplex 3010 (320-3803) 145 250GB 3.5" SATA 3.0Gb/s and 8MB Data Burst Cache,Dell OptiPlex 390/3010 (342-3283) 145 Windows 7 Professional,Media, 84-bit, Optiplex, English (421-5608) 145 Windows 7 Label, OptiPlex, Fixed Precision, Vostro Desktop (330-6228) 145 Dell Client System Update (Updates latest Dell Recommended BIOS, Drivers, Firmware and Apps),OptiPlex (421-5334) 145 Dell MS111 USB Optical h4ouse,OptiPlex and Fixed Precision (330-9458) 145 16X DVD+/-RW SATA,Data Only,Dell OptiPlex 3010 Desktop or Minitower,Black (318- 2234) 145 Thank you for Choosing Dell (318-2231) 145 Heat Sink, Mainstream, Dell OptIPlex 390 Desktop (331-3192) 145 Dell AX510 black Sound Bar forUltraSharp Flat Panel DlsplaysDell Optiplex/Precisionf Latitude (313-6414) 145 OptiPlex 3010 Desktop Standard Power Supply (318-2350) 145 Enable Low Power Mode for EUP Compliance,Dell OptiPlex (330-7422) 145 Regulatory Label,Dell OptiPlex 3010 Desktop (331-8141) 145 Documentation,English and French,Dell OptiPlex (331-2030) 145 Power Cord,125V,2M,C13,Dell OptiPlex (330-1711) 145 No ESTAR Settings, OptiPlex (331-8325) 145 Resource DVD contains Diagnostics and Drivers for Dell OptiPlex 3010 (331-7686) 145 Chassis lntrussion Switch,Dell OptiPlex Ultra Small Form Factor and Desktop (317-2828) 145 Na Quick Reference Guide,Dell OptiPlex (310-9444) 145 Shipping Material for System,Desktop,Dell OptiPlex 990 (331-1269) 145 Adobe Acrobat X, includes Serial Key Card, FI, ENG/FRN (410-0560) 145 file :///C:/Users/rwilllams .NATCITY/AppData/Local... 4/5/2013 Quote Summary Page 2 of 2 Microsoft Office Home and Business 2013, Opt'Plex, Precision, Latitude (630-AABE) Basic Hardware Service: Next Business Day Onsite Service After Remote Diagnosis 2 Year Extended (939-7288) Basic Hardware Service: Next Business Day Onsite Service After Remote Diagnosis Initial Year (939-6748) Dell Limited Hardware Warranty Plus Service Extended Year(s) (939-6538) Dell Limited Hardware Warranty Plus Service Initial Year (936-2417) Dell ProSupport Service Offering Declined (991-2878) State Environmental Fee for display 15 inches, less than 35 inches (600-0277) *Total Purchase Price: Product Subtotal: Tax: Shipping & Handling: State Environmental Fee: Shipping Method: 145 145 145 145 145 145 145 $139,004.22 $128,180.00 $10,244.22 $0.00 $580.00 LTL 5 DAY OR LESS (* Amount denoted in $} Statement of Conditions The information in this document is believed to be accurate. However, Dell assumes no responsibility for inaccuracies, errors, or omissions, and shall not be liable for direct, indirect, special, incidental, or consequential damages resulting from any such error or omission. Dell is not responsible for pricing or other errors, and reserves the right to cancel orders arising from such errors. Dell may make changes to this proposal including changes or updates to the products and services described, Including pricing, without notice or obligation. This proposal is not intended to create a contractual relationship. Unless expressly agreed otherwise in a writing signed by the parties, all orders by CITY OF NATIONAL CITY for Dell products and services shall be subject to Dell's Terms and Conditions of Sale -Direct, which can be found alwww.dell.comiterms, and which incorporate Dell's U.S. Return Policy, at w w.dell.comlreturnoollcv#total . Please read those terms carefully and in their entirety, and note in particular that Dell EqualLogic and EqualLogic-branded products, DelIIEMC and EMC-branded products, PowerVault ML6000 tape libraries, non -Dell -branded enterprise products, enterprise software, and customized hardware or software products may not be returned at any lime. Orders also shall be subject to the terms of any applicable service contract (a), which can be found at www.dell.comiservicecontracts. All information supplied to CITY OF NATIONAL CITY for the purpose of this proposal is to be considered confidential Information belonging to Dell, About Dell Dell Inc, (NASDAQ: DELL) listens to customers and delivers Innovative technology and services they trust and value. Uniquely enabled by its direct business model, Dell is a leading global systems and services company and No. 34 on the Fortune 500. For more Information, visit www.delLcgrn. Privacy Policy Dell respects your privacy. Across our business, around the world, Dell will collect, store, and use customer information only to support and enhance our relationship with your organization, for example, to process your purchase, provide service and support, and share product, service, and company news and offerings with you. Dell does not sell your personal Information. For a complete statement of our Global Privacy Policy, please visit dell.comforivacv, file: ///C:/Users/rwilliams.NATCITY/AppData/Local... 4/5/2013 Quote Summary Page l of 2 Date: 4/412013 QUOTATION Quote #: 649447281 Customer #: 000335073 Contract #: WN99ABZ C ustomerAg regiment #: WSCA B27160 Quote Date: 04/0412013 Customer Name: CITY OF NATIONAL CITY Thanks for choosing Dell! Your quote is detailed below; please review the quote for product and informational accuracy. If you find errors or desire certain changes please contact your sales professional as soon as possible. Sales Professional Information SALES REP: NICHOLAS LAUCK PHONE: 1800 - 8793355 Email Address: Nichol Laycka7.Dell.com Phone Ext: 5139099 GROUP: 1 QUANTITY: 100 SYSTEM PRICE: $888.00 GROUP TOTAL: $88,800.00 Description Quantity OptiPlex 3010 Minitower Standard PSU (225-3268) 100 Intel Pentium Processor G645 (3M Cache, 2.90 GHz, w/HD Graphics), Dell Optiplex 3010 (319-1450) 100 4GB, NON -FCC, 1600MHZ DDR3,IDIMM,OPTI (319-0218) 100 Dell USB KB, English, WIN7/8, Optiplex and Precision Desktop (331-9586) 100 Dell Professional P2312H, Wide screen, 23in VIS, HAS,VGA,DVI, Optiplex,Precision,Lat!tude (320-2934) 100 Intel®: Integrated Graphic w/Single HDMUVGA, Optiplex 3010 (320-3803) 100 250GB 3.5" SATA 3,0Gb/s and 8MB Data Burst Cache,Dell OptiPlex 390/3010 (342-3283) 100 Windows 7 Professional,Media, 64-bit, Optiplex, English (421-5608) 100 Windows 7 Label, OptiPlex, Fixed Precision, Vostro Desktop (330-6228) 100 Dell Client System Update (Updates latest Dell Recommended BIOS, Drivers, Firmware and Apps),OptiPlex (421-5334) 100 Dell MS111 USB Optical Mouse,OptiPlex and Fixed Precision (330-9458) 100 16X DVDff-RW SATA,Data Only,Deli OptiPlex 3010 Desktop or Minitower,Black (318- 2234) 100 Thank you for Choosing Dell (318-2231) 100 Heat Sink, Mainstream, Dell OptiPlex 390 Minitower (331-3050) 100 Dell AX510 black Sound Bar forUltraSharp Flat Panel DisplaysDell Optiplex/Precisioni Latitude (313-6414) 100 OptiPlex 3010 Minitower Standard Power Supply (318-2348) 100 Enable Low Power Mode for EUP Compliance,Dell OptiPlex (330-7422) 100 Regulatory label, Mexico, for OptiPlex 3010 Mln!tower(331-7681) 100 Power Cord,125V,2M,C13,Defl OptiPlex (330-1711) 100 Documentation,Engl!sh and French,Dell OptiPlex (331-2030) 100 No ESTAR Settings, OptiPlex (331-8325) 100 Resource DVD contains Diagnostics and Drivers for Dell OptiPlex 3010 (331-7686) 100 Chassis intrusion switch, DellOptiPlex (310-6719) 100 No Quick Reference Guide,Dell OptiPlex (310-9444) 100 Shipping Material for System,Minitower,Dell OptiPlex (331-1268) 100 Adobe Acrobat X, includes Serial Key Card, FI, ENG/FRN (410-0560) 100 file:///C:/Users/rwilliams.NATCITY/AppData/Local... 4/5/2013 Quote Summary Page 2 of 2 Microsoft Office Home and Business 2013, OptiPlex, Precision, Latitude (630-AABE) Basic Hardware Service: Next Business Day Onsite Service After Remote Diagnosis 2 Year Extended (939-7288) Basic Hardware Service: Next Business Day Onsite Service After Remote Diagnosis Initial Year (939-6748) Dell Limited Hardware Warranty Plus Service Extended Year(s) (939-6538) Dell Limited Hardware Warranty Plus Service Initial Year (936-2417) State Environmental Fee for display 15 inches, less than 35 inches (600-0277) *Total Purchase Price: Product Subtotal: Tax: Shipping & Handling: State Environmental Fee: Shipping Method: 100 100 100 100 100 100 $95,865.00 $88,400.00 $7,065.00 $0.00 $400.00 LTL 5 DAY OR LESS (* Amount denoted in $) Statement of Conditions The information in this document is believed to be accurate. However, Dell assumes no responsibility for inaccuracies, errors, or omissions, and shall not be liable for direct, indirect, special, incidental, or consequential damages resulting from any such error or omission. Dell is not responsible for pricing or other errors, and reserves the right to cancel orders arising from such errors. Dell may make changes to this proposal including changes or updates to the products and services described, including pricing, without notice or obligation. This proposal is not intended to create a contractual relationship. Unless expressly agreed otherwise in a writing signed by the parties, all orders by CITY OF NATIONAL CITY for Dell products and services shall be subject to Dell's Terms and Conditions of Sale -Direct, which can be found atr,+ww.dell .comlterms, and which incorporate Dell's U_5_ Return Policy, at www,del I.00mlreturnpolicvttotal , Please read those terms carefully and in their entirety, and note in particular that Dell EqualLogic and EqualLogic-branded products, DellIEMG and EMC-branded products, PowerVault ML6000 tape libraries, non -Dell -branded enterprise products, enterprise software, and customized hardware or software products may not be returned at any lime. Orders also shall be subject to the terms of any applicable service contract (s), which can be found atwww.deil.comiservicecontracts. All information supplied to CITY OF NATIONAL CITY for the purpose of this proposal is to be considered confidential information belonging to Dell. About Dell Dell Inc, (NASDAQ: DELL) listens to customers and delivers innovative technology and services they trust and value. Uniquely enabled by Its direct business model, Dell is a leading global systems and services company and No. 34 on the Fortune 500. For more information, visit www,dell.com, Privacy Policy Dell respects your privacy. Across our business, around the world, Dell will collect, store, and use customer information only to support and enhance our relationship with your organization, for example, to process your purchase, provide service and support, and share product, service, and company news and offerings with you- Dell does not sell your personal Information. For a complete statement of our Global Privacy Policy, please visit dell.com/privacy. file:///C:/Users/rwilliams.NATCITY/AppData/Local... 4/5/2013 CALIFORNIA PARTICIPATING ADDENDUM WESTERN STATES CONTRACTING ALLIANCE (WSCA) COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014) DELL MARKETING LP. MASTER PRICE AGREEMENT CONTRACT E27160 1. Scope: This Participating Addendum covers the purchase of all Computer Equipment, Software, Peripherals and Related Services for all California political subdivisions/local governments. A subdivision/local government is defined as any city, county, city and county, district, or other local governmental body or corporation, Including the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds. Each political subdivision/local government should make its own determination whether the WSCA program is consistent with Its procurement policies and regulations. STATE AGENCIES ARE RESTRICTED FROM USING THUS CONTRACT IN ACCORDANCE WITH MANAGEMENT MEMO 05-11, EXCEPT FOR THOSE CATEGORIES NOT OFFERED UNDER CALIFORNIA STRATEGIC SOURCING INITIATIVE (CSS1) CONTRACTS FOR IT HARDWARE: PC GOODS AND ENTERPRISE, SERVERS AND STORAGE PRODUCTS. THE SUPPLEMENTAL TERMS AND CONDITIONS FOR CONTRACTS USING ARRA FUNDS APPLY TO THE ORDERING AGENCY. IF OR WHEN DELL, AS A VENDOR, IS NOTIFIED BY ORDERING AGENCY THAT A SPECIFIC PURCHASE OR PURCHASES ARE BEING MADE WITH ARRA FUNDS, DELI. AGREES TO COMPLY WITH THE DATA ELEMENT AND REPORTING REQUIREMENTS THAT ARE LEGALLY REQUIRED OF PROVIDERS OF GOODS AND RELATED SERVICE& DELL, AS IT RELATES TO PURCHASES UNDER THIS CONTRACT IS NOT A SUBCONTRACTOR OR SUBGRANTEE, BUT SIMPLY A PROVIDER OF GOODS AND RELATED SERVICES • 2. Leasing Funding to purchase or [ease products available,under this contract may be available to State agencies via the GS $Mart (purchases) or Lease $Mart program. Local agencies are able to take advantage of leasing options in the WSCA Master Price Agreement B27160 without restrictions. 3. Changes: For purchases under this Participating Addendum by any Eligible Entity listed in Section 1, Scope, the following changes apply: a. The California Genera) Provisions (CAGP) Revision 6/1012 (GSPD-401IT based on Apr1i 12, 2007 standard) for Western States Contracting Alliance (WSCA) Computer Equipment, Software, Peripherals and Related Services as attached become a part of this Participating Addendum. . b. The California General Provisions (CAGP) shall prevail if there Is a cOnfict between the terms and conditions of the contractor's WSCA Master Price Agreement Number 1327160, packaging, invoices, catalogs, brochures and technical data sheets. c. The State of California will retain the same contract number as the WSCA Master Price Agreement number, B271160. d. WSCA Master Price Agreement Number B27160 cover page is hereby modified as follows: 'Original Award Date" changed to "Effective Date September 1. 2099". e, DOS Termination of Contract: -The State may terminate this contract at any time upon 30•day prior written notice. Upon termination or other expiration of this contract, each party will assist the other party in orderly Revised 8/E&V8 Page 1 of 5 Revisecf & &V$ . CALIFORNIA PARTICIPATING ADDENDUM WESTERN STATES CONTRACTING ALLIANCE (WSCA) COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014) DELL MARKETING L.P. MASTER PRICE AGREEMENT CONTRACT 82TI60 termination of the contract and the transfer of all assets, tangible and intangible, as may facilitate the orderly, nondisrupted business continuation of each party. 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. f. Reports & Administrative Fee: Contractor shall submit report to the California Contract Administrator for all California purchases providing the following information: BILL TO NAME BILL TO ADDRESS BILL TO CITY BILL TO Z1PCODE SHIP TO NAME SHIP TO ADDRESS SHIP TO CITY SHIP TO ZIPOODE ORDER NUMBER CUSTOMER PO NUMBER CUSTOMER NUMBER - ORDER TYPE PO DATE (ORDER DATE). WSCA ADMINISTRATIVE FEE DOLLAR AMOUNT TOTAL DOLLARS FOR THE QUARTER The Contractor shall submit a check, in addition to the report, payable to the State of California, Contract'Adm inistrator for the calculated administrative fee for an amount equal to one percent (0.01) of the sales for the quarterly period. This fee shall be included as an - adjustment to contractors WSCA pricing and not Invoiced or charged to the purchasing entity. Payment of the administrative tee by Contractor due irrespective of status of payments on orders from users to Contractor. - A report is due even when there is no activity. Any report that does not follow the required format or that excludes information will be deemed incomplete. Failure to submit reports and . fees on a timely basis shall constitute grounds for suspension of this agreement. Reports and fee delivery will be in accordance with the following schedule. Calendar Quarter 1 (JUL 1 to SEP 30) Calendar Quarter 2 (OCT 1 to DEC 31) Calendar Quarter 3 (JAN 1 to MAR 31) Calendar Quarter 4 (APR 1 to JUN 30) Due OCT 31 Due JAN 31 Due APR 30 Due JUL 31 The administrative fee check and report should be submitted to the following address: Cynthia Okoroike Page 2 of 5 CALIFORNIA PARTICIPATING ADDENDUM WESTERN STATES CONTRACTING ALLIANCE (WSCA) COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014) DELL MARKETING L.P. MASTER PRICE AGREEMENT CONTRACT B27160 Department of General Services Procurement Division Multiple Award Program - WSCA 707 Third Street, 2nd Floor, MS # 202, West Sacramento, CA 95605-2811 h. The primary contact individuals for this Addendum are as follows (or their named successors): Mager AareemLni Contacts; Lead Slate: Name: Bernadette Koplschke Address: 112 Admin Bldg, St Paul, MN 55155 Telephone: (651) 201-2450 Fax: (651) 297-3996 E-mail: be ie.ko isthke state.mn,us Gon1ractor Lead: Name: Stephanie D. Shipp Address: One Dell Way, Mail Stop 8708, Round Rock, TX 78682 Telephone: (512) 728-7894 Fax: (512) 283-9092 E-mall: Stephanie ShippOdelt.corn Participating Addendum Coda: Pa icioatingsSlate: Name: Cynthia Okoroike Address; The State of California, Department of General Services, Multiple Award Program - WSCA, 707 Third Street, 2nd Floor, MS 202, West Sacramento, CA 95605 Telephone: (916) 375.4389 Fax; (916) 375-4663 E-mail: cvnt}hia,okorolke©dgs.ca.aov Contractor Stjie Contract Manager: Name: Scott Loras Address: One Dell Way, Mail Stop 8708, Round Rock, TX 78882 Telephone: (512)728-8857 Fax: (512) 283-9092 E-mail: c ii ell.corr7 i. Price Agreement Number: The Master Price Agreement number for the Participating State is B27160, The Master Price Agreement Number MUST be shown on all Purchase Orders issued against this Master Price Agreement. Revisdd d a Page 3 of 5 CALIFORNIA PARTICIPATING ADDENDUM WESTERN STATES CONTRACTING ALLIANCE (WSCA) COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (200g-2014) DELL MARKETING L.P. MASTER PRICE AGREEMENT CONTRACT B27160 j, Effective Dates: This Participating Addendum shall be effective upon approval by the Department of General Services and will continue until the End Date of the Master Price Agreement. Lead State amendments to extend the term dale are automatically incorporated into this Participating Addendum unless terminated early in accordance with the terms and conditions of the Master Price Agreement or this Participating Addendum. 4. Servicing Subcontractors: Dell may engage third party service providers to perform various services and has several authorized Deli Service Providers (DSPs). DSPs wlH not accept orders or payments. Dell wishes to identify Servicing Subcontractor(s) ("WSCA Agent") to market Dell's Products and Services, as identified on Deq's Products & Services Schedule ("PSS"), on behalf of Dell. The Participating Entity may utilize WSCA Agents pursuant to the Dell defined WSCA Agent program as defined in a separate written Agreement between Dell and WSCA Agent. WSCA Agents authorized within the State will have their names identified on the State's respective www.Dell.corn/naspowsca Dell state store page. 5, Services The terms of the Master Purchase Agreement shall apply each time Customer engages Contractor to provide eligible services. Ali services provided MI be described in one or more of the following; (i) "Service Descriptions" used to describe any services purchased by an entity; (ii) any mutually agreed upon 'Statement of Work" ("SOW") executed by the parties; or (iii) any "Technical Specification Form" approved by the parties 8. Evaluation Equipment Contractor, by mutual agreement with the Participating Entity, wishes to allow the use of equipment for the purposes of evaluation prior to purchase. Purchases of the equipment shall comply with the terms of the Master Purchase Agreement and participating addendum. This Addendum and the Price Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter at ail previous communications. representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Addendum and the Price Agreement, together with Its exhibits and/or amendments, shall not be added to or incorporated into this Addendum or the Price Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Addendum and the Price Agreement and Its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms. Revised 8 8,0$ Page 4 of 5 CALIFORNIA PARTICIPATING ADDENDUM WESTERN STATES CONTRACTING ALLIANCE (WSCA) COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009.2014) DELL MARKETING LP. • MASTER PRICE AGREEMENT CONTRACT 827160 By signing below, Deli Marketing L.R. agrees to offer the same products/and or services as on the WSCA Master Price Agreement Number 327160 at prices equal to or lower than the prices on the Master Price Agreement B27160. IN WITNESS WHEREOF, The parties have executed this Participating Addendum as of the date of execution by both parties below. qOhGENERA SERVOS t_EGAL SERVICES State of California: Name: Jim Butler K Title: Deputy Director_ Date: $ l `; f o 5 Dell Marketing L.I. By: Name: Stephanie G. Miller Title: Contracts Sr. Consultant : apoq GSPD-401 IT WESTERN STATES CONTRACTING ALLIANCE (WSCA) COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2000-2014) DELL MARKETING, L.P.{B27160) GENERAL PROVISIONS 1. DEFINITIONS: Unless otherwise specified in the Statement of Work the following terms shall be given the meaning shown, unless context requires otherwise. "Acceptance Teats" means those tests performed during the Performance Period which are Intended to determine compliance of Equipment and -Software with the specifications and all other Attachments Incorporated herein - by reference and to determine the refiabilty of the Equipment. -Applieaffon Program" means a computer program which is intended to be executed for the purpose of perfomhing useful work for the user of the information being processed. Application programs are developed or otherwise acquired by the user of the HanewerelSoftware system, but they may be supplied by the Contractor. 'Attachment", means a mechanical, electrical, or electronic Interconnection to the Contractor-auppllod Machine or System of Equipment, 'ManufeCtured by. other then the original Equipment manufacturer, that is not connected by the Contractor. "Business entity" means any individual, business, partnership, Joint venture, corporation, S-corporation, limited liability corporation, limited liability. partnership, sole proprietorship, joint stock company, consortium, or other private legal entity recognized by statute. "Buyer" means the State'e authorized contracting oftloial. "Commercial Software" means Software developed or regularly used that: (I) has been sold, leased, or licensed to the general public; (11) has been offered for sale, lase, or license to the general public; (iii) has not been offered, sold, leased, or licensed to the public but wilt be available for corrmerdal sale, lease, or license in time to satisfy the delivery requirementa of this Contract or (Iv) satisfies a criterion expressed in (I), (ii), or (iii) above and would require only minor'modificattons to meet the requirements of this Contract. "'Contract" means this Contract or agreement (inducting any purchase order), by whatever name known or. In whatever format used. "Custom Software" means Software that does not meet the definition of Commercial Software. "Contractor" means the Business Entity with whom the Stale enters into this Contract. Contractor shall be synonymous. with "supplier", "'vendor" or other similar term. "Data Processing Subsystem" means a complement of Contractor fumished individual Machines, Including the necessary controlling elements (or the functional equivalent) and Operating Software, if any, whiter are acquired to operate as an Integrated grow, end which are inierconnected entirely by Contractor.supplied power and/or signal cables; e.g., direct access. controller and drives, a cluster of terminals with their controller, etc. "Data Processing System (System)" means the total complement of Contractor -furnished Machines, Including one or more canted processors (or instruction processors) and Operating Software, which are acquired to operate as en integrated group. "Deliverables" means Goods, Software; information Technology, telecommunications technology, and other items (e.g. reports) to be delivered pursuant to this Contract, Including any such Items furnished incident to the provision of services. "Designated CPU(e)" means for each, product, if applicable, the central processing unit of the computers or the server unit, including any associated peripheral units. If no specific "Designated CPU(sj" are specified on the Contract, the term shall mean any and all CPUs located at the site ReWsion 811012009 (GSPD 4OIII based en April 14 200n specified therein. "Documentation" means nonproprietary manuals and otter printed materials necessary or useful to the State in its use or maintenance of the Equipment or Software provided hereunder. Manuals end other printed materials customized fee the State hereunder conel tuta Documentation only to the extent that such materials are described In or required by the Statement of Work. "Equipment" is an all -incisive term which refers either to individual Machines or to a complete Data Processing System or subsystem, including Its Hardware and Operating Software (rf any). "Equipment Failure" is a malfunction in the Equipment, excluding all external factors, which prevents the accomplishment of the Equipment's intended function(s). If microcode or Operating Software residing in the Equipment la necessary for the proper operation of the Equipment, a failure of such microcode or Operating Software which prevents the accomplishment of the Equipment's intended functions shall be deemed to be en Equipment Failure. -Facility Readiness Date" means the date specified in the Statement of Work by which the State must have the site prepared and available for Equipment delivery and installation_ "Goods" means ell types of tangible personal property, Including but not limited to materials, supplies, and Equipment (including computer and telecommunications Equipment). "Hardware" usually refers to computer Equipment and Is contrasted with Software. See also Equipment. Installation Date" • means the date specified in the Statement of Work by which the Contractor must have the ordered Equipment ready (candied) for use by the State. Information Technology" includes, but is not limited to, all electronic technology systems and services, automated information handling, System design and analysis, conversion of data, computer programming, information storage and retrieval, telecommunications which include voice, video, and data communications, requisite System controls, simulation, electronic commerce, and all related Interactions between people and Machines. "Machine" means an Individual unit of a Data Processing System or subsystem, separately identified by a type end/or model number, comprised of but not limited to mechanical, Odra -mechanical, and electronic parts, microcode, and special features " metalled thereon and including any necessary Software, e.g., central processing unit, memory module, tape unit, card reader, etc. "Machine Alteration" means any change to. a Contractor - supplied Machine which is not made by the Contractor, and which results in the Machine deviating from its physical, mechanical, - electrical, or electronic (including microcode) design, whether or not additional devices or parts are employed in making such change, "Maintenance Diagnostic Routines" means the diagnostic programs customarily used by the Contractor to test Equipment for proper functioning and reliiebillty. "Manufacturing Materials" means parts, tools, dies, Jigs, fixtures, plans, drawings, and information produced or acquired, or rights acquired, specifically to fulfill obligations set forth herein. "Mean Time Between Failure (MTBF)" means the average expelled or observed time between consecutive failures in a System or component. "Moan Time to Repair (MTTR)" means the average expected or observed time required to repair a System" or component and return it to normal operation. Page 1 of 10 GSPD-401 IT WESTERN STATES CONTRACTING ALLIANCE (WSCA) COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014} DELL MARKETING, L.P.(B27160) GENERAL PROVISIONS "Operating Software" means those routines. whether or not Identified as Program Products, that reside In the Equipment and are required for the Equipment to perform lie intended function(s), and which Interface the operator, other Contractor -supplied programs, and user programs to the Equipment. "Operational Use Time means for performance measurement purposes, that time during which Equipment is In actual operation by the State. For maintenance Operational Use Time purposes, that time during which Equipment Is In actual operation and Is not synonymous with power on time. "Performance Testing Period" means a period of time during which the State, by appropriate. tests and production runs, evaluates the performance of newly installed Equipment and Software pear to its acceptance by. the State. "Period of Maintenance Coverage" means the period of time, as selected by the Slate, during which maintenance services are provided• by the Contractor for a iced monthly charge, as opposed to an hourly charge for services rendered. The Period of Maintenance Coverage consists of the Principal Period of Maintenance end any addtiional hours of coverage per day, and/or Increased coverage for weekends and,hotidays. "Preventive Maintenance means that maintenance, performed on a scheduled bees by the Canfractor, which is designed . to keep the - Equipment In proper operating condition. "rtilreepal Period of Ikai ntenence" means any nine consecutive hours per day (usually between the hours of 7:00 a.m. and &00 p.m.) as selected by the State, 'Including art official meal period not to exceed one hour, Monday through Friday, excluding holidays observed at. the lna�diotior . "Programming Aids" means Contractor -supplied programs and routines executable on the Contractor's Equipment which assists a programmer in the development of applications including language processors, sorts, communications modules, data base management systems, and utility revenue, (tape -to -disk routines, disk -to -print routines, ate). "Program Product" means program, routines, subroutines, and related items which ere proprietary to the Contractor and which are licensed to the State for its use, usually on the basis of eagle rely stated charges end appropriate contractual provisions. "Remedial Maintenance" means that maintenance 'performed by the Contractor which results from Equipment (Including Operating Software) failure, end which Is performed as required, La. on an urrsoheduled basis. "Site Ucense" means for each product, the term "Site License' shall mean the license established upon acquisition of the applicabte number of copies of such product and payment of the applicable license fees as set forth in the Statement of Work. "Software" means an all-inclusive term which refers to any computer programs, routines, or subroutines supplied by the Contractor, including Operating Software, Programming Aids, Apptccation Programs, end Program Products. "Software Fbibra" means a malfunction in the Contractor - supplied Software, other then, Operating Software, which prevents the accomplishment of' work, even though the Equipment (Including its Operating Software) may still be capable of operating properly. For • Operating Software failure, sue definition of Equipment Failure. "State" means the government of the State of California, Revision 8/101/2009 (GSM-4011T based on April 12, 2007) its employees and authorized representatives, inducing without iimitalion any department, agency. or other unit of the government of the State of California. "System" means the, complete collodion of Hardware, Software and services as described in this Contract, Integrated end functioning together, and performing in • accordance with this Contract "U.S. Intellectual Property Rights" means intellectual property rtghte enforceable in the United .Stales of America, including without imitation rights in trade secrets, copyrights, and U.B. patents. 2. CONTRACT FORMATION: a) If This Contract results from a sealed bid offered In response to a soicItation conducted pursuant to Chapters 2 (commencing with Section 10286), 3 (commencing with Section 12100), and 3.6 (commencing with Section 12125) of Part 2 of Division 2 of the Public Contract Code (PCC), then Contractor's bid Is a firm offer to the State which is accepted by the Issuance of this Contract and no further motion is required by either party. b) If this Contract results from a solicitation other than domed to paragraph a), above, Contractor's quotation or proposal is deemed a firm offer and this Contract document is the State% acceptance of that offer. o) if this Contract resulted from a joint bid, it she] be deemed one indivisible Contract. Each such joint Contractor will be jclntiy and severally fable for the performance of the entire Contract. The State assumes no responsibility or obligation for the division of orders or purchases among joint Contractors. 3 COMPLETE INTEGRATION: This Contract, in leding any documents incorporated herein by express referenda, is intended to be a complete integration and there are no prior or contemporaneous diffv z tt or additional agreements pertaining to the subject matter of the Contract. ,4. SEVERABILlTY: The Contractor and the State agree that if any provision of this Contract is found to be illegal or unenforceable, ouch term or provision shaft be deemed stricken and the remainder of the Contract shall remain In full force and effect Either party having knowledge of such term or provision shall promptly inform the other of the presumed non-applicabiity of such provision. a. INDEPENDENT CONTRACTOR: Contractor and the agents end 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. S. APPLICABLE LAW: This Contract shall be governed by and shell be interpreted in accordance with the Fawn 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 all applicable stag, rules, regulations and ardent of the United States and the State of California and agrees to indemnify the State against any loss, cost, damage or liability by mason of the Contractor's violation of this provision. b) The State will notify Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and Page 2 of 10 GSPD-401 iT WESTERN STATES CONTRACTING ALLIANCE (WSCA) COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014) DELL MARKETING, L.P.(B27I60) GENERAL PROVISIONS e) Contractor wlil have sole control of the defense of any action on such claim end ail negotiations for Its settlement or compromise; provided that (I) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate In such action at Its own expense with respect to attorneys' tees and costs (but not liability); (II) the State will have the right to approve or disapprove any settlement Or compromise, which approval wit not unreasonably be withheld or delayed; end (lei) the Slate will reasonably cooperate in the defense and in any related settlement negotiations. d) If this Contract Is in excess of $500,000, it is subject to the requirements of the World Trade Organization (WTO) Government Procurement Agreement (CPA). e) To the extent that this contract falls within the scope of Government Code Section 11135, Contractor hereby agrees to respond to and resolve any complaint brought to Its attention, regarding accessibility of Its products or services. 8. CONTRACTOR'S POWER AND AUTHORITY; The Contractor warrants that it has full power end authority to grant the rights herein granted and will hold The State harmless from and against any toss, 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 The State will notify Contractor of any such claim in writing and tender the defense thereof within, a reasonable time; and 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 principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State Is otherwise mandated by law, the State may participate In such action al as own expense with .respect tea attorneys' flees and coats (but not liability); (II) the State will have the light approve or disapprove any eattlement or compromise, which approval will not unreasonably be withheld or delayed; and (ill) the State will reasonably cooperate in the defense and in any related settlement negotiations. $. ASSIGNMENT: This Contract shall not be assignable by the Contractor In whole or in part without the written consent of the State. For the purpose of this paragraph, State will not unreasonably prohibit Contractor from freely assigning its right to payment, provided that Contractor remains responsible for its obligations hereunder. 10. WAIVER OF RIGHTS: Any action or inaction by the Stale 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 Slate 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. ORDER OF PRECEDENCE: In the event of any inWmsistency between this Participating Addendum and Master Price Agreement, the following order of precedence shall apply: Revision IO,2009 (GSPD4OIIT based en April 12, 2007) a) executed participating addendum(s); la) the terms and conditions of the Master Price Agreement c) exhibits to the Master Price Agreement; d) the list of products and services contained in the purchase order e) the Request for Information (or similar) document; and Contractor's Response to the Request for information (or similar document). 12. PACKING AND SHIPMENT: a) All Goods are to be packed in suitable containers for protection in shipment and storage, and in accordance with applicable sped cations. Each container of a multiple santainer shipment shall be Identified to: i) show the number of the container and the total number of containers In The shipment and II) the number of the container in which the packing sheet hes been enclosed. b) All shipments by Contrettor or Its subcontractors must Include packing sheets identifying: the State's Contract number, item number, quantity and unit of measure; part number and desaiplion of the Goods shipped; and' appropriate evidence of inspection, If required.. Goods for different Contracts shall be listed on separate packing sheets. a) Shipments must be made as specified in this Contract, as It may be amended, or otherwise directed in writing by the Staters Transportation Management .Unit within the Department of General Services, Procurement Division. 13. TRANSPORTATION COSTS AND OTHER FEES OR EXPi3NSES: No charge for delivery, drayage. express, par cl poet peaking, cartage, insurance, license fees, permits, cost of bonds, ar 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.). freight terms and routing Instructions. The State may permit use of an alternate carrier at no additional cost to the State with advance written authorization of the 13uyar. b) If 'prepay and add' is selected, supporting freight bills are required when over $80, unless en exact freight charge Is approved by the Transportation Management Unit within the Department of General Services Procurement Division and a waiver is granted. e) On "F.O.B. Shipping Point' transactions, should any shipments under the Contract be received by the State In a damaged condition and any related freight loss and damage claims filed against the carrier or carriers be wholly or partially declined by the carrier or terriers with the inference that damage was the result of the act of the shipper such as inadequate packaging or loading or some inherent defect in the Equipment andlcr materiel, Contractor, on'request of the State, shall at Contractor's own expense assist the State In establishing -carrier liability by supplying evidence that the Equipment and/or material was property constructed, manufactured, packaged, and secured In withstand normal transportation conditions. 14. DELIVERY: Contractor shall strictly adhere to the delivery and completion schedules specified in this Contract. Tiime, if stated as a number of days, shall mean calendar days unless otherwise specified. The quantities specified herein are the only quantities required- • If Contractor delivers in excess of the quantities specified herein, the State shall not be required to make any payment for the excess Deliverables, and may return them to Contractor at Contractor's expense or utilize any other rights available to the State at law or In equity. Page 3 of 10 GSPD-401 IT WESTERN STATES CONTRACTING ALLIANCE (WSCA) COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014) DELL MARKETING, L.P.(827160) GENERAL PROVISIONS 15. SUBSTITUTIONS: Substitution of Delwerables may not be tendered without advance written consent of the Buyer. Contactor shall not use any specification in lieu of those contained in the Contract without written consent of the Buyer. 1B. INSPECTION, ACCEPTANCE AND REJECTION: Unless DELETED 17. •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 furmiahad must be identical in all respects to the products bid andlor specified in the Contract. b) Samples, if not destroyed by tests, may, upon request made at the • time the sample is furnished, be returned et Contractor's expense. 18. WARRANTY: DELETED 22. TERMINATION FOR THE CONVENIENCE OF THE STATE: a) The State may terminate performance of work under this Contract for its .convenience in whole or, from time to lime, in part, if the Department of General Services, Deputy Director Procurement Division, or designee, determines that a termination Is In the Stale's interest The Department of General Services, Deputy Director, Procurement Division. or designee, shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the affective data thereof. b) After receipt of a Notice of Termination, and except as directed by the Stale, the Contractor shall Immediately proceed wtfh the following obligations, es applicable, regardless of any delay In determining or adjusting any amounts due under this clause. The Contractor shall: (I) Stop work ae specified in the Notice of Termination. (ii) Place no further subcontracts for materials, services, or facilities, except- as necessary to complete the continuing portion of the Contract. (h1) Terminate all subcontracts to the extent they relate to the work terminated. (iv) Settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts!— - Unless otherwise set forth in the Statement of Work, if he Contractor and the State fail to agree on the amount to be paid because of the terminaion for convenience, the State will pay the Contractor the following amounts; provided that in no event wit total payments exceed the amount payable to the Contractor if the Contract had been fully performed: The Contract price for Deliverables or service3 accepted by the State and not previously paid for, adjusted for any savings on freight and other charges; and The total of: A) The reasonable costs Incurred In ' the performance of the work terminated, including initial costs and preparatory expenses allocable thereto, but exduding any cost attributable to Deliverables or services paid or to be paid; ' B) The reasonable cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the Contract; and C) Reasonable storage, transportation, demobilization, unamotized overhead and capital costs, and other costs reasonably Incurred by the RevisJon 8110/2009 (GSPA-4011T based an April 12, 2007) Contractor in winding down and terminating its work. The Contractor war use generally accepted accounting principles, or accounting principles otherwise agreed to In writing by the parties, and sound business practices in determining all costs claimed, agreed to. or determined under this clause. 23. TERMINATION FOR DEFAULT: a) The State may, subject to the dause titled 'Force Majeure" end to sub -section d) below, by written notice of default to the Contractor, terminate this Contract in whole or In part If the Contractor fails to: i) Deliver the Deliverables or perform the services within the time specified in the Contract or any amendment thereto; II) Make progress, so that the lack of progress endangers performance of this Contra or ill) Perform any of the other provisions of this Contract b) The State's right t0 terminate this Contract under sub- section a) above, may be exercised if the failure constitutes a materiel breach of this Contract end if the Contractor does not cure such facture within the time frame stated in the Stete's cure notice, which in no event will be less than fifteen (15) days, unless the Statement of Work calls,for a shorter period. c) If the State terminates this Contract in whole or in part pursuant to this Section, it may acquire, under terms and in the manner the Buyer considers appropriate, Deliverables or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Deliverables and services, Including without limitation costs third party vendors charge for Manufacturing Materials (but subject to the clause entitled 'Limitation of debility'). However, the Contractor shall continue the work not terminated. d) It the Contract is terNnated for default the State may, require the Contractor to transfer title, or ht the Caaa of licensed Software, license, and deliver to the State, as directed by the Buyer, any: (i) completed Deliverables (le partially completed Deliverables, end, ' (ill) subject toe -previsions of sub -section e) below, Manufacturing Materials related to the terminated portion of this Contract Nothing in this subsection rlj will be construed to grant the State rights to Deliverables that it would' not have received had this Contract been fully performed. 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 for completed Deliverables delivered and accepted. Unless the Statement of Work calls for different procedures or requires .no -Charge delivery of materials, the Contractor and Buyer shall attempt to agree on the amount of payment for Manufacturing Materials and other materials delivered and accepted by the State for the protection and preservation of the property;provided that where the Contractor has billed the State for any such materials, no additional charge will apply Failure to agree will constitute a dispute under the Disputes Luse. The State may withhold from these amounts any sum $ determines to be necessary to protect the Slate against lots because of outstanding liens or claims of former Hen holders. f) if, after termination, it is determined by a final ruling ,in Page 4of10 • GSPD-401 IT WESTERN STATES CONTRACTING ALLIANCE (WSCA) COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014) DELL MARKETING, L,P.(12127160) GENERAL PROVISIONS accxsrdanee with the Disputes Clause that the Contractor was not in default, the rights and obligations of the parties shall be the same es If the termination had 'been Issued for the convenience of the State. g} The rights and remedies of the State in this clause are In addition to any other rights and remedies. provided by law or under this Contract, and are subject to the clause titled 'Limitation of Liability.* 24. FORCE MAJEURE Except for defaults of subcontractors at any Vete the Contractor shall riot be liable for any excess casts if the failure to perform the Contract arises from causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include, but are not limited lice a) Acts of God or of the public enemy, and b) Acts of the federal or State government in either Its sovereign or contractual capacity. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Contractor and subcontrace r, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perfume 25. RIGHTS AND REMEDIES OF STATE FOR DEFAULT: a) In the event any Deliverables furnished or services provided by the Contractor in the performance of the Contract should fail to conform to the requirements herein, or to the sample submitted by the Contractor, the State may reject the same, and II shell become the duty of the Contractor to reclaim and remove the item promptly or to correct the performance of service, without expense to the Stale, and immediately replace ail such rejected items with others conforming to the Contract. b) In addition to any other rights and remedies the State may have, the State may require Contractor, at Contractor's expense, to ship Deliverables via air freight or expedited routing to avoid or minimize actual or potential delay if the delay Is the fruit of the Contractor. c) In the event of the termination of the Contract, either in whole or in part, by reason of default or breach by the Contractor, any loss or damage sustained by the State in procuring any items wheel the Contractor agreed to supply shall be borne arid paid for by the Contractor (but subject to the clause entitled 'Limitation of Liatelle . d) The State reserves the right to offset the reasonable Cost or ail damages caused to the Stale against any outstanding Invoices or amounts owed to Contractor or to make a daim against the Contractor therefore. 25. UMIF 11ON OF L IADILelle a) Contractor's flabIlily for damages to the Stale for any cause whatsoever, end regardless of the form of action, whether in Contract or in tort, shall be limited to two times the Purchase Price, For purposes of this sub -section a), 'Purchase Price' will mean the aggregate Contract price; except that, with respect to a Contract under which multiple purchase orders will be Issued .(e.g., a Master Agreement or Multiple Award Schedule contract}, Purchase Price" will mean the total price of the purchase order for the Deliverable(s) or servk;e(s) that gave rise to the lose, such that Contractor will have a separate Imitation of liability for each purchase order. b) The foregoing limitation of liability shall not' apply (i) to Revision 8/1012(109 (GSPD-401IT based on Apir1i 12, 2007) liability under the General Provisioner entitled 'Patent, Copyright, end Trade Secret Protection' or to any other Ilabilty (including without limitation indemnification obligations) for infringement of third party intellectual property rights; (I) to claims covered by any specific provision herein calling for liquidated damages; (iii) to claims arising under provisions herein calling for indemnification for third party realms against the State for bodily injury to persons or damage to real or tangible personal property caused by Contractor's negligence or willful miscondixd; or (lv) to —costs or attorneys fees that the State. becomes entitled to recover as a Jewelling Party th-$ny action, a) The State's liability for damages for any cause whatsoever, and regardless of the form of action, whether in Contract or in tort, shall be limited to the Purchase Price, as that term Is defined in subsection a) above, Nothing herein shall be construed to waive or limit the State's sovereign Immunity or any pater immunity from suit provided by law. • d) In no event will either the Corgracior or the State be ffable • for consequential, incidental, indirect, special, or punitive damages, even if notification has been given as to the possibility of such damages, except (1) to the extent that Contractor's liability far such damages Is specifically set forth in the Statement of Work pr (iI) to the extent that Contractor's liability for such damages arises out of sub- section b)(f), bkli), or bxly) above. 27. CONTRACTOR'S LIABILFFY FOR INJURY TO PERSONS OR DAMAGE TO PROPERTY': a) The Contractor shall be liable for damages arising out of injury to the person and/or damage to the property of the State, employees of the Stale, persons designated by the State for training, or any other persons) other then 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 Deliverables either at the Contractor's site or at the Slate's piece of business, provided that the injury or damage was caused by the fault or negligence of the Contractor. b) Contractor shall not be liable for damages arising out of or caused by an alteration or an Attachment not made or installed by the Contactor, or for damage to alterations or Attachments that may result from the nom* operation and maintenance of the Deliverables provided by the Contractor during the Contract 28. INDEMNIFICATION; Contractor agrees to Indemnify, defend end save harmless the State, its °ethers, agents and employees from any and ail third party claims, costs (including without limitation reasonable attorneys" fees), and losses due to the Injury or death of any individual, or the foss or damage to any real or tangible personal property, resulting from the willful misconduct or negligent acts or omissions of Contractor or any of its agents, subcontractors, employees, suppliers, laborers, or any other person, firm, or corporation furnishing or supplying work, services, materials, or supplies • In connection with the performance of this Contract. Such defense and paymer t will be conditional upon,the following: a) The State will notify Contractor of any such claim in writing and tender the defense thereof within a reasonable time; end 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 principles of government or public law are Involved, when litigation might male precedent affecting future State operations or liability, Pogo 5 of le GSPD-401 IT WESTERN STATES CONTRACTING ALLIANCE (WSCA) COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014) DELL MARKETING, L 13 4827160) GENERAL PROVISIONS or when Invohrerihent of the State is otherwise mandated by law, the 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 c npromise, which epprovel will not unreasonably be withheld or delayed; and (i6) the State will reasonably cooperate In the defense and in any related settlement negotiations. 29. INVOICES: Unless otherwise specified, Invoices shall be sent to the address set forth herein. Invoices shall be submitted in triplicate and shall Include the Contract number, release order number Of applicable); item number, unit price, extended item price and invoice total amount. State sales tax and/or use tax shall be itemzed. separately and added to each invoice as applicable. 90. REQUIRED PAYMENT DATE: Payment wiil be made in accordance with the provisions of the California Prompt Payment Act, Goverment Code Section 927 at evil_ Unless expressly exempted by statute, the Act requires State agencies to pay properly submitted, undisputed invoices not more than 45 days after (I) the date of acceptance of Deliverables or performance of services; or (ii) receipt of en undisputed Invoice, whichever is later_ 31. TAXES: Unless otherwise required by law, the State of California Is exempt from Federal excise taxes. The State will only pay for any State or local sales or use taxes on the services rendered or Goods supplied to the State pursuant to this Contract. 32. NEWLY MANUFACTURED GOODS: • . DELETED. 33. CONTRACT MODIFICATION: No amendment or variation of the terms of this Contract shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or agreement not incorporated In the Contract is binding on any of the parties. 34. CONFIDENTIALITY OF DATA: All financial, statistical, personal, technical and other data and Information relating to the State's operation which are designated confidential by the State and made available to the Contractor in order to carry out this Contract, or which become available to the Contractor in carrying out this Contract, shell be protected by the Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the State, The identification of all such confidential data and information as well as the Stale'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 c this paragraph. The Cohtreotor shell 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 Cantractor*e possession, is independently developed by the Contractor outside the scope of this Contract, or is rightfully obtained from third parties. 35. NEWS RELEASES: Unless otherwise exempted, -news releases pertaining to this Contract shall not be made without prior written approval of the Department of General Services. Revision & I0r2009 (GSPD.4011T based on Apse 12, 2007) 30. DOCUMENTATION a) The Contractor agrees to provide to the State, at no charge, a number of all nonproprietary manuals and other printed materials, as described within the Statement of Work, end updated versions thereof, which are necessary or useful to the State in' its use of the Equipment or Software provided hereunder. The Contractor agrees to provide additional Documentation at prices not in excess of charges made by the Contractor to its other customers for similar Documentation. b) if the Contractor is unable to perform maintenance or the State desires to perform its own maintenance on Equipment purchased under this Contract then upon written notice by the State the Contractor will provide at Contractors then current rates and fees adequate and reasonable assistance including relevant Documentation to allow the State to maintain the Equipment based on Contractor's methodology. The Contractor agrees that the Steels may reproduce such Documentation for its own use- In maintaining ' the Equipment. if the Contractor Is unable to perform maintenance, the Contractor agrees to license any other Contractor that the State may have hired to maintain the Equipment to use the above noted Documentation_ The State agrees to include the Contractor's copyright notice on any such Documentation reproduced, in accordance with copyright instructions to be provided by the Contractor, 37, RIGHTS IN WORK PRODUCT: a) All inventions, discoveries, intellectual property, technical corrununications and records originated or prepared by the Contractor pursuant to this Contract including papers, reports, charts, computer programs, and other Documentation or Improvements thereto, and including Contractor's administrative communications end records relating to this Contract (collectively, the 'Work Product'), shall be Contractor's exclusive property. The provisions of this sub -section a) may be revised in a Statement of Work. b) Software and other materials developed or otherwise obtained by or for Contractor or Its afliilatss independently of this Contract or applicable purchase order ("Prue -Existing Materiels") do riot constitute Work Product. If Contractor creates derivative works of Pre -Existing Materials, the elements of such derivative works created pursuant to this Contract constitute Work Product, but other elements do not. Nothing in' this Section 37 will be conetnaed to Interfere with Contractor's or Its of lliates' ownership of Pre - Existing Materials. The State will have Government Purpose flights to the Wok Product as Deliverable or delivered to the State hereunder. °Government Purpose Rights' are the unlimited, lnsvocsble, worldwide, perpetual, royalty -tree. non-exclusive nights and licenses to use, modify, reproduce, perform, release, display, create dedvertive works from, and disclose the Work Product. 'Government Purpose Rights" also Include the right to release or disclose the Work Product outside the State for any State government purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the- Work Product for any 'State government purpose. Such recipients of the Work Product may Include, without limitation, State Contractors, California local governments, the U.S. federal government, and the State and local governments .of other states. "Government purpose Rights` do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the Work Predict for any common:iel Page 6of10 GSPD.40111• WESTERN STATES CONTRACTING ALLIANCE (WSCA) COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014) DELL MARKETING, L.P.(B27160) GENERAL PROVISIONS purpose. The ideas. coricep15. know-how, or techniques relating to data processing, developed duraag the course of this Contract by the Contractor or j04nahy+ by the Contractor rind the State may he used by either party without obligation of notice or accounting. This Contract shall not prelude the Contractor from devehoping matenals outside Oils Contract that are competitive, irrespective of their simitanly to materials which might be delivered to the State pursuant to this Contract, 38. PROTECTION OF PROPRIETARY SOFTWARE AND OTHER PROPRIETARY DATA e) State agrees thei ail material appropriately marked or idenlGred m writing as propnwlary, and furnished hereunder are provided fat State's exdusthie use for the purposes of this Contract only, All 'Such proprietary dela shall remain the property of the Contractor. Slate agrees to lake ell reasonable steps to insure that such proprietary data are not disclosed to others, without prior written collared of the Contractor, eub,ied to the California Public Records Act. b) The State will insure, prior to disposing of any media, that any lrconsed materials contamed thereon have been erased or otherwise destroyed. c) The Elate agrees that it will lake appropriate action by uwlnJdron, egreemeM or otherwise with its employees or Other persons permrlttod access to licensed software and other proprietary data to satisfy its olthgetio s under this Contract with respect to use, copying. modification. protection and security of proprietary software and Other proprietary data.. 39• PATENT, COPYRIGHT AND TRADE SECRET tNDEW4rrY: a1 Contractor will indemnity, defend, and save hermtess the Slate, its officers, agents, and employees. from any and all third party dates, costs (including without Maumee reasonable attorneys' fees). and tosses for infringement or violation of any U.S. Intellectual Property Right by any product or service provided hereunder. With reaped to claims arising from computer Hardware or Software manufactured by a third party and sold by Contractor es a reseller. Contractor will pass through Io the Slate such Indemnity rights as it receives from such third party (`Third Party Obrrgetion") and writ cooperate in enforcing them; provided that if the third party manufacturer fags to honor the Third Party Obligation, Conireciur will provide the Stale with indemnity protection equal to ihat Called for by the Third Party Obligation, but In no event greater than that called for in the first sentence of the Section 39a). The provisions of the preceding sentience apply only to third party computer Herdwwarti or Software sold as a distinct unit and accepted by the Slate. Unless a Third Party Obligation provides otherwise, the defense and payment oblgabons set forth in this Section 39a) will be conditional upon the following: The State will notify Contractor of any Such claim in writing and tender the defense theme( wider' a reasonable tone, and Contractor wilt have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; prarLded that (i) when substantial principles of government or public law are involved, when Litigation might create precedent affecting future State operations or hab city. or when inwllvemenf Revision W Wr2000 (GSP13-4011T based on April 12, 2007) of the Stale a otbervise mandated by law, the State may participate m such action at its own expense with respect to attorneys' fees and costs (but eel hebiity); (a) the State will have the right to approve or disapprove any settlement or e.omproanise, which approval will not urvessenatey bo withheld or delayed. and (lit) the State will reasonably cooperate in the defense end in any related settlement negotiations. tip Contractor may be required to furnish a bond to the Stale against any and all toss, damage, costs. expenses, claims and liability for patent, copyright and trade secret infringement. c) Should the Deliverables or Software, or the operation (ttered bacon*, or in the Contractors Opinion are likely to become. the subject of a dorm of infringement or violation al a U.S. tntelbeduel Property Right, the State shall permit the Contractor at its option and expense either to procure far the Stele the right to continue using the Deliverables or Software, or to replace or modify the same so that they become non -infringing. ff none of these options can reasonably be taken, or if the use of such Deliverables or Software by the State shall be prevented by Irpundlon, the Contractor agrees to take beck such Deliverables or Software and make every reasonable effon to assist the State in procuring substitute Deliverables or Software. If, in the sole opiniail of the Slate. the return of such infringing Deliverables or Software makes the retention of other Deliverables or Software acquired from the Contractor under this Contract rmpractkat, the Slate shall then have the option of terminating Stxtw COntrects, or applicabts portions thereof, without penally or termination charge. The Contractor agrees to take back Such Deliverables or Soiiware end refund any sums the Slate hes paid Contractor less any reasonable amount for use or damage. d) The Contractor shalt have no liability to the State under any provision of this clause with respect to any claim 01 patent copyright or trade secret infringement which Is based upon: (i) The combination or utilization of Deliverables furnished hereunder web Equipment or devices not made or furnished by the Contractor, or, (rij The operation of Equipment furrxehed by the Contractor under the control of any Operating Software other than, or in addition to, the current version of Contraptor-suppied Operating Software: or (ei) The modification by the State of the Equipment furnished hereunder or of the Software; or (rv) The combination or utilization of Software furnished hereunder with non -contractor supplied Software. e) Contractor canihfes that it has apprise/rate systems and controls in Mace Io ensure that State funds will not be used in the performance of this Contract for the aoquisitron, operation or maintenance of computer Software in violation of copyright laws 40. EXAMINATION AND AUDIT: Contractor agrees that the Slate, 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 pongee audit for a minimum of three 13) years after final payment, unless a longer period of records retention a slipuleted. Connector agrees to allow the auditors) access ro suet' records during normal business hours and to allow interviews of any employees or others who night reasonably have information related to such records. Further. Contractor agrees to include a smiler Tighe of the Stale to audit records and Interview staff in any subcontract related lo performance of this Contract 41. DISPUTES: — a) The parties shall deal vi good faith and attempt to resolve potential disputes informally. If the dispute persists, Contractor shall Page 7 0,10 C,SPC»011T WESTERN STATES CONTRACTING ALLIANCE (WSCA) COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014) DELL MARKETING, L.P.(B27160) GENERAL PROVISIONS submit to the Department Director or designee a written demand for a final decision regarding the disposibon of any dispute between the parties arisrno under, related to or Involving This Contract, unleas the State. on its own irrtialwe, has already rendered such a final deas1h_ CAnlraciar's written demand shall be fully supported by factual information. end it suety demand involves a cost adjustment to the Contract, Contractor Shay include with the demand a wmlen statement signed by an authorized person indicating that the demand is made in good faith. Yhet the supporting data are accurate end complete and that the amount requested accurately reflects the Contract adjustment for which Contractor believes the Slate is liable. If the Contractor is not satisfied with the decision of the Department Director or designee, the Contractor may appeal the decision to the Department of General Services, Deputy Director. Procurement Division, In the event that ihoe Contract is for Information Teohnalogy Good andfor services, the derision may be appealed to an Executive Conrra;ltoe of State and Contractor personnel. b) Pending the final resolution of any dispute arising under. related to or involving Mrs Contract, Contractor agrees to driigenity proceed with the performance Of this Contract, including the delivery of Goods or providing of services in accordance with the Slates instructions. Connadors failure to diligently proceed in accordance with the States rnsfrudione shell be considered a material breach of this Contract. e) Any final decision of the State shell be expressly identified a6 such, shall be in writing, and shall be signed by the Department Director or designee or Deputy faraday, Procurement Division if an appeal was made. If the State fads to render a final decision within 80 days after recwt of Contractors demand. it shalt be deemed a final decision adverse to Contractors contentions. The State's final decision shall be cnodusive and binceng regarding iha dispute unless Contractor correnencas en action in a court a1 competent tunsdictton to contest such decision within 90 days following the date of the teal decision or one (1) year following the accrue] of the cause of action, whichever is tater. 42. STOP WORK: a) The Stale may, at any time. by written Slop Work Order to the Contractor, require the Contractor to sop all, or any part of the work caned for by this Contract for a period up to 90 days alter the Stop Work Order is delivered to the Contractor. and for any further period to which the parties may agree. The Skip Work Order shall be specifically identated es such and shall indicate it is issued under this clause Capon receipt of the Stop Work Order, the Contractor shall in medlately comply with its terms and lake all reesonabie 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 airier a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the pantos shall have agreed. the State shall either: (i) Cancel the Slop Work Oder, or (ii) Terminate the work covered by the Stop Work Order as provided for in the termination for delaull or the termination for convenience clause of this Contract, hI If a Stop Work Order issued under this clause is canceled or Its period 01 the Stop Work Order or any extension thereof expires, the Contractor shall resume work. The State shad make an equitable adjustment on the delivery Schedule, the Contract price, or both, end the Contract shall be modified. In writing, accordingly, d. (i) The Stop Work Order results in an increase in the time required lot, or in the Contractor's cost properly allocable to the performance of any pan of this Contract: arid (a) The Contractor asserts its right 10 en equitable Revision R/`10/2009 (GSPD-4011T based on Aprf! 12, 2007) adjustment within 30 days atter the end of the period of work stoppage; provided, that d the Stale decides the tads justify the action. the State may receive and act upon a proposal submitted at any we 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 prowslon enttted Termination for the Cenvemenoe of the State, the State shall allow real eribie costs resulting from the Stop Work Order in arriving al the termination settlement. d) The State shalt not be liable to the Contractor for toss of profits because of a Stop Work Order issued under this douse. 43. FOLLOW-ON CONTRACTS: If the Contractor or de affiliates provides Technical Consulting and Direction fee defined below), the Contractor and its affiliates: (1) will riot be awarded a subsequent Contract to supply the service or system, or any significant component thereof, that is used for or in connection with any subtract of such Technical Cansutdea and Direction; and (a) will not act as consultant to any person or entity that does twelve a Contract described in stbeasclrorih (1). This prohibition will continue for one (1) year after termination e1 this Contract or completion of the Technical Consulting and Direction, whichever comes tater- `Technical Consulting and Direction" means services for which the Contractor re eared compensation from the State and vidudes: (i) development of or assistants in the development of wore stetemen ls, specifications, solicitations, or feasibility studies; (Irj development or design of test requirements, (iii) evaluation of test data; (iv) direction of or evaluation of another CorHrndar: (v) provision of formal recommendations regardarig the acquisition of Information Technology products or services; or (vii) provisions Or formal recommendations regarding any of the above For purposes of this Section, "affiliates are employees, directors, partners. joint venture participants. parent corporations, subsediarms, or any ether entity controlled by, controlling, or under common control with the Contractor. Conirot exists when an entity owns or directs more than fifty percent (50%) Of the outstanding shares or securities represemtrrig the right to vole for the election of directors or other managing eulhonly_ To the erdent permissible by law, the Director of Me Department of General Serve:me, or deponee, may waive the restrictions set forth in this Section by written notice to the Contractor if the Director determines their eppilcabon would not be in the States beet irrast. Except as prohibited by law, the restrictions nil this Section wilt not apply. to fortow-on advice given by vendors of commerce off-the,shelf products, inducting Software and Hardware, on the operation, integration repair, or rmakersnance of such products after sale; or where the State has entered into a master agreement for Software or services and the scope of work at the Lane of Contract execution eupres*fy calls for future recommendations among the Contractor's own products. The rreslndtions set forth in this Section are In addinon to Page a of 1O Ii GSPO-4011T WESTERN STATES CONTRACTING ALLIANCE (WSCA) COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014) DELL MARKETING, L,P,(B27160) GENERAL PROVISIONS conflict of interest restrictions mtposed on public Contractors by Cattfomra law ('Conflict Laws"). In the event of any inconsistency, such Conflict Laws oveinde the provrs+orm of this Section, even d enacted after execution of this Contract, ail. PRlDttrTY FARING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shell we priority consideration in b$Ing vacancies m positrons funded by the Contract to qua/reed recipients of aid under Welfare and Inshk Mions Code Section 11200 in accordance with PCC Section 10353. 46, COVENANT AGAINST GRATUITIES_ The Contractor warrants that no grammes in the form of enterleinrrrent, gifts, or otherwise) were offered or given by the Contractor, or any bgeni or representative of the Contractor, to any officer or employee of the Slate with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For broach or violation of ihie warranty, the State shalt have die tight to terminate the Contract. either m whole or in pert, and any loss or damage sustained by the Stele in procuring on the open market any hems which Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the Stale provided rn this clause shall not be exciusive and are in adt eon to any other %M S and rernedies provided by law or in equity. 46. NONDISCRIMINATION CLAUSE: a) During the performance of this Contract, Contractor and as suboentraclors anal not unlawfully dispimirute, harm or allow harassment, against any employee or applicant for employment because of sex, sexual orientation. race, color, ancestry, religious creed, national origin, drsebdey (inclufmg HIV and AIDS), medical condition (cancer), age, marital statics, and denial of (amity care leave. Contractor and subcontractors shall insure that tore evalualiOn and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subeeniractors shell comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 el seq.) and the applicable regulations promulgated thereunder (California Code of Regulations. Title 2, Section T296,0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f). set forth in Chapter S of Civieion 4 of Title 2 of tna Catiforriie Code of Regulations are inoorporatod into this Contract by reference and made a part hereof as N set forth in Me Contractor and us subcontractors shall give written notice 01 their obligations under this clause io tabor organizations with which they have a coeaolive 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 Cenlred. 47. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor swears under nena ty of perjury that no more then one final, unappealebfe finding of contempt of court by a federal court hoe been reseed against the Contractor within the Immediately preceding two-year period because of the Contractor's failure to comply with an order of the National Labor Relations Board. The provision is required by, and shall be construed in accordance with. PCC Section 10208. d8. ASSIGNMENT OF ANTITRUST ACTIONS; Pursuant to Government Code Sections 4552, 4553, and 4554. the following provisions are incorporated herein: e) fn sutrnitang a bid to the State. the supplier offers and agrees that Revision 6/10r7009 (GSPD.4011T based on April 12, 2007) it the bid is accepted, it will assign to the State all tights, ride. and interact in and to all causes of action it may have under Section A of the Clayton Act (td U.S.0 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 Goode, material or other Items, or services by the supplier for sate to the Slate pursuant to the sake/item. Such aaaignrnerst shed be made and become effective at the lime the State tenders final payment to the supplier. b) If the State receives, either through judgment or setitement a monetary recovery for 8 cause of action asssgned under this chapter. the assignor shall be entitled to receive reimbursement for actual legal coats incurred and may, upon demand, recover train the Stale any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the Stale as part of the bid price, less the expanses incurred in Obtaining that portion of the recovery. c) Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this pert if the assignor has been or may have been injured by the violation of law for which the cause of action arose and ti) the assignee has not been injured thereby, or (ia) the assignee declines to file a court action for the cause of action, IL DRUG -FREE WORKPLACE CERTIFICATION: The Contractor certifies under penalty of perjury under the laws of the Stale of California that the Contractor will comply with the requirements of the Drug -Free Workplace Act of 1990 (Government Code Section 8350 et sap,) and w ll provide a drug -free workplace by taking the following actions: a) Publish a statement notifying employees that unlawful manufacture. distribution. dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 83S5fe). bj Estabbsh a Drug -Free Awareness Program as required by Government Code Section &365(b) to inform employees about all of the following: (0) the dangers of drug abuse ir5 the workplace; (n) the person's or orgenrzation's policy of maintaining a drug - free workplace: Oil) any available counseling, rehabilitation arid employee assistance programs; and, (iv) penalties that may be imposed upon employees for drug abuse violations. c) Provide, es required by Government Code Section 8355(c), that every employee who works on the proposed or resulting Contract: (I) will receive a copy of the company's Mug -free policy statement; and. (elf will agree to abide by the terms of the company's statement as a condition of employment on the Centred 50. FOUR -DIGIT DATE COMPUANCE Contractor warrants than it wilt provide only Four -Digs Date Compliant (as do7(lned below) Deliverables antler services to the State, 'Four Diglt Date Compliant' Deliverables arid services car► accurately process. calculate, compare, and sequence data data, including without limitation date dttia arising out of or relating to leap years and changes in centuries. This warranty and reprasenlation it subject to the warranly terms end Cond'stions of thus Contract and does not lime the generality of warranty obligations eel forth elsewhere herein_ Page 9 of 10 GSPD-40 TIT WESTERN STATES CONTRACTING ALLIANCE (WSCA) COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014) DELL MARKETING, L,P.(B27160) GENERAL PROVISIONS 51. sWEATrREE CODE OF CONDUCT: a) Contractor declares under penally of perjury that rio equrpmerri, matenals, or supplies furnished to the Siete pursuant to the comma have been produced in whole or in part by sweatshop labor, forced tabor, comas labor, indentured labor under penal Sanction, abusive torrn9 of child labor or explditbhon of etairen in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict tabor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. Contractor further declares under penally of perjury that they adhere to the Sweatfree Code of Conduct asset forth on the California Ceparbnent of Indusinel Relations websile located at v y dhr.ca.cov. and Public Contrae, Code Section 6108. b) Contractor agrees to cooperate fully in providing reasonable access to its records. documents, agents or employees, or premises it reasonably required by authorized officials of the State, the Oepertmenl of Industrial Relations, or the Department of Justice to determine Contractor's compliance with the requirements under paragraph (a). 52, RECYCLING: The Contractor shall certity in writing under penalty of perjury, the minimum, tf not erect. percentage of post consumer materiel as defined in the Public Contract Code Section 12200, xn products, rnalenals, goods, or Supplies Oared 0r sold to the Slate regardless of whether the product meets the requirements of Section 12209, WI h respect to printer or duplication cartridges that comply with the requirements of Sacuon 12f55(e). the certification required by this subdivision shall specify that the cartridges so comply tPCC 12205). 5d. CHILD SUPPORT' COMPLIANCE ACT: For any Contract in excesso/ $100,000, the Contractor acknowledges in accordance with PCC Section 7110, that: a) The Contractor recognizes the importance of child and family support obtigatlons and shall fully comply with a6 applicable State and federal taws relating to child and family support enforcement, in lading, but not limited to, disclosure of information and crxmpherce with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Pan 5 of Division 9 of the Family Code; and b) The Contractor, to the best of its know$edgs is fully complying with the earnings assignment orders of all employees and is providing the names of alit new employees to the New Mire Registry meinlained by the California Employment Development Department. 54. AMERICANS WITH DISABILITIES ACT: Contractor assures the State ha) Contractor complies with the Americans with DisabR rles Act 01 1990 (42 U.S.C, 12101 et sad). 65. 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.b, Part 3 of Division 30. commending with Section 42460 of the Puble Resources Cods, retaking to hazardous and solid waste. Contractor shall maintain docurnentatton and provide reasonable access to its records and documents that evidence compiance. 96. USE TAX COLLECTION: In accordance with PCC Section 10295. i. Contractor certifies that it complies with the requirements of Section 7101 of the Revenue and laxalon Code. Contractor further certifies that it wet immediately advise State of any change in its retailer's seller's permit or certification of registration or applicable affiliate's setler'a permit or csarldicate of registration es described in Revfsktn 8/T012009 (GSPLi' 401tf based on Apr'ff IZ 20 7) subdivision (a) of FCC Section 10295.1. 57. EXPATRIATE CORPORATIONS: Contractor hereby declares that it i5 not an expatriate corporation or subsidiary of an expatriate corporation within the rnoanrng of PCC Sections 10286 and 10288.1. and is eligible to contract with the Slate. 58. DOMESTIC PARTNERS: For Cenharis over 11{10.000 executed or amended alter January 1, 2007. the contractor certifies that the contractor is In compliance with Public Contract Code section 10295.3, Page 10 of 16