HomeMy WebLinkAboutSupporting DocsCITY OF NATIONAL CITY, CALIFORNIA
COUNCIL AGENDA STATEMENT
MEETING DATE: June 17, 2014
AGENDA ITEM NO.
ITEM TITLE:
Resolution of the City Council of the City of National City waiving the bid process per Chapter
2.60.260 of the Municipal Code, by utilizing Western States Contracting Alliance (WSCA) contract
B27160, and authorizing the purchase from Dell Inc. of 110 Desktop Computers, and Microsoft Office
Software for public use at National City Public Library for an amount not to exceed $107,730.83
PREPARED BY: Ron Williams DEPARTMENT: A
PHONE: 619-336-4373 APPROVED BY:
EXPLANATION:
There are 110 public desktop computers at the National City Library that are approximately seven years
old. 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 failures 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 procurement has been determined to be in the best interests of the city.
3. WSCA bidding process determined to be in compliance with the city's procurement procedures.
4. No further purpose would be served by issuing a formal bid at this point in the process.
FINANCIAL STATEMENT:
ACCOUNT NO. 629-417-082-502-0000
ENVIRONMENTAL REVIEW:
NIA
ORDINANCE: INTRODUCTION:
APPROVED:
APPROVED:
FINAL ADOPTION:
i
Finance
MIS
STAFF RECOMMENDATION:
Staff recommends replacement of 110 desktop workstations and the upgrade of the Microsoft Office
Software.
BOARD I COMMISSION RECOMMENDATION:
N/A
ATTACHMENTS:
Quote, Contract Information
Quote Summary 6$2553405 Page 1 of 3
Date: 511412014
QUOTATION
Quote #: 682553405
Customer #: 335073
Contract #: WN99ABZ
CustomerAgreement #: WSCA B27160
Quote Date: 05114/2014
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 Lauck(crDell.com Phone Fact: 5139099
GROUP: 1 QUANTITY: 110 SYSTEM PRICE: $879.01 GROUP TOTAL: $96,691.10
Description Quantity
OptiPlex 3020 Small Form Factor CTO (210-ABIX) 110
4GB (1x4G) 1600MHz DDR3 Memory (370-AAJE) 110
US English (QWERTY) Dell KB212-B QuletKey USB Keyboard Black (580-AMA) 110
Dell 23 Monitor - P2314H (480-ABMH) 110
Intel Integrated Graphics, Dell OptiPlex (490-BBFG) 110
No Wireless LAN Card (555-BBNI) 110
500GB 3.5inch Serial ATA (7,200 Rpm) Hard Drive (400-AANO) 110
Windows 7 Professional, Canada MUI, 64bit (includes Windows 8.1 Pro 64bit License and
Media) (536-BBBJ) 110
Non -Canada Orders only (332-1286) 110
OptiPlex 3020 Small Form Factor Chassis with Standard Power Supply (321-BBEP) 110
Dell Logitech USB Optical Mouse (570-AADU) 110
No ESTAR (387-BBCG) 110
8X Slimline DVD*/-RW drive (429-AAJU) 110
No Speaker, OptiPlex (520-AAAL) 110
Thank You for Choosing Dell (555-BBNG) 110
System Power Cord (PhilipinelTH/US) (450-AAOJ) 110
Windows 8.1 DVD OS Recovery(English) (620-AASU) 110
No Dell Backup and Recovery software (637-AAAM) 110
Desktop BTO Standard shipment (800-BBIO) 110
Not Selected in this Configuration (817-BBBC) 110
Safety/Environment and Regulatory Guide (English/French/Dutch) (340-AGIK) 110
Dell Limited Hardware Warranty Plus Service Initial Year (936-2417) 110
Dell Limited Hardware Warranty Plus Service Extended Year(s) (939-6538) 110
Basic Hardware Service: Next Business Day Onsite Service After Remote Diagnosis Initial
Year (939-6748) 110
Basic Hardware Service: Next Business Day Onsite Service After Remote Diagnosis 2 Year
Extended (939-7288) 110
Management Engine (340-AGMO) 110
OptiPlex 3020 Resource DVD (340-AGGW) 110
file:///C.f Users/rwilliams/AppData/Local/Microsoft/Windows/Temporary%20Internet%2OF... 6/4/2014
Quote Summary_682553405
Page 2 of 3
No Quick Reference Guide (340-ABKW)
Intel Pentium G3220 Processor (Dual Core, 3MB Cache, 3.00 GHz, w/HD Graphics) (338-
BCYJ)
No DOPE Encryption Software (954-3465)
Chassis Intrusion Switch (461-AAAX)
Small Form Factor Chassis Mainstream Heatsink (65watts) (412-AABL)
SHIP MTL,SYSM,OptiPlex SEE (340-ACGR)
No Accessories (461-AABV)
PowerDVD Software not included (632-BBBJ)
Regulatory Label OptiPlex 3020 Small Form Factor (389-BDSE)
Intel Pentium Label (389-BDLI)
Adobe Acrobat XI Standard, Digital Delivery (421-9491)
Microsoft Office Home and Business 2013, OptiPlex, Precision, Latitude (630-AABE)
Dell Digital Delivery Cirrus Client (340-AAUC)
Dell Client System Update (Updates latest Dell Recommended BIOS, Drivers, Firmware
and Apps),OptiPlex (421-5334)
Thank you for buying Dell (421-9982)
Dell Data Protection System Tools Digital Delivery/DT (422-0008)
SW,MY-DELL,CRRS (422-0052)
Visit www.dell.com/encryption (632-BBBZ)
Thank you for buying Dell (632-BBCB)
Adobe Reader 11 (640-BBDF)
Dell Data Protection I Protected Workspace (640-BBEV)
Enable Low Power Mode (658-BBMQ)
Waves Maxx Audio (658-BENH)
No Anti -Virus Software (650-AAAJ)
State Environmental Fee for display 15 inches, less than 35 inches (600-0277)
SOFTWARE & ACCESSORIES
Product
Dell Stereo USB Monitor Soundbar AC511 (318-2885)
*Total Purchase Price:
Product Subtotal:
Tax:
Shipping & Handling:
State Environmental Fee:
Shipping Method:
GROUP TOTAL: $3,080.00
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
Quantity Unit Price Total
110 $28.00 $3,080,00
$107,730.83
$99,331.10
$7,959.73
$0.00
$440.00
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 camel orders arising from such errors.
Del may make changes to this proposal including changes or updates to the products and services described, Including pricing, without
notice or obligation.
Terns of Sale
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Quote Surnmary_682553405 Page 3 of 3
This quote is valid for 30 days unless otherwise stated. Unless you have a separate written agreement that specifically applies to this
order, your order will be subject to and governed by the following agreements, each of which are incorporated herein by reference and
available in hardcopy from Dell at your request:
If this purchase is for your internal use only: Dell's Commercial Terms of Sale (www.dell.com!CTS), which incorporate Dell's U.S.
Return Policy (www.dell.comfreturnpolicy) and Warranty (www.dell.com/warrantyterms).
If this purchase is intended for resale' Dell's Reseller Terms of Sale (www.dell.comfresellerterma).
If this purchase includes services: in addition to the foregoing applicable terms, Dell's Service Terms
(www.dell.comfservicecontractslclobal).
If this purchase includes software: In addition to the foregoing applicable terms, your use of the software is subject to the license
terms accompanying the software, and in the absence of such terms, then use of the Dell -branded application software is subject to the
Dell End User License Agreement -Type A (www.dell5.om!AEULA) and use of the Dell -branded system software is subject to the Dell End
User License Agreement - Type S (www.delLcomISEULA).
You acknowledge having read and agree to be bound by the foregoing applicable terms in their entirety, Any terms and
conditions set forth in your purchase order or any other correspondence that are in addition to, inconsistent or in conflict with, the foregoing
applicable online terms will be of no force or effect unless specifically agreed to In a writing signed by Dell that expressly references such
terms.
Additional Terms for Public Customers
If you are a department, agency, division, or office of any district, state, county or municipal government within the United States
("Public Customer"), the following terms ("Public Customer Terms") apply in addition to the foregoing terms' A. If any portion of the
foregoing terms and conditions (or any terms referenced therein) is prohibited by law, such portion shall not apply to you. Notwithstanding
anything to the contrary, the End User License Agreements shall take precedence in all conflicts relevant to your use of any software. B.
By placing your order, you confirm that (1) you are a contracting officer or other authorized representative of Public Customer with authority
to bind the Public Customer to these terms and conditions, and (2) you have read and agree to be bound by these terms and conditions.
Pricing, Taxes, and Additional Information
All product, pricing, and other information is valid for U,S, customers and U.S. addresses only, and is based on the latest information
available and may be subject to change. Dell reserves the right to cancel quotes and orders arising from pricing or other errors. Sales tax
on products shipped is based on your "Ship To" address, and for software downloads is based on your "Bill To" address. Please indicate
any tax-exempt status on your PC, and fax your exemption certificate, including your Customer Number, to the Dell Tax Department at
800-433-9023. Please ensure that your tax -exemption certificate reflects the correct Dell entity name: Dell Marketing L.P. Note: All tax
quoted above is an estimate; final loxes will be listed on the invoice. If you have any questions regarding tax please send an e-mail to
Tax_D a pa rtm e ntrad e l l.co m.
For certain products shipped to end -users in California, a State Environmental Fee will be applied to your invoice. Dell encourages
customers to dispose of electronic equipment properly.
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, 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.comlprivacy.
file:///C./Users/rwilliains/AppData/Local/Microsoft[Windows/Temporary%20lnternet%2OF,,, 6/4/2014
CALIFORNIA PARTICIPATING ADDENDUM
AMENDMENT 'I
Minnesota WSCA-NASPO Master Price Agreement B27160
Computer Equipment, Software, Peripherals and Related Services
DELL MARKETING L.P.
This Amendment is between the State of California (hereafter referred to as "State' or "DGS") and Dell
Marketing L.P. (hereafter referred to as °Contractor"). Participating Addendum B27160 Amendment 1
replaces and supersedes Participating Addendum B27160 effective upon the date of execution by both
parties.
The Amendment revisions have bean incorporated below and are marked with a vertical line in the page
margin. Ail other terms, conditions, and provisions of the Participating Addendum remain unchanged.
1. Scope:
This Participating Addendum covers the purchase of ail 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 THIS CONTRACT IN ACCORDANCE WITH
MANAGEMENT MEMO 05-11, EXCEPT FOR THOSE CATEGORIES NOT OFFERED UNDER
CALIFORNIA STRATEGIC SOURCING INITIATIVE (CSSI) 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, DELL AGREES TO COMPLY WITH THE DATA ELEMENT AND
REPORTING REQUIREMENTS THAT ARE LEGALLY REQUIRED OF PROVIDERS OF GOODS
AND RELATED SERVICES. DELL, AS IT RELATES TO PURCHASES UNDER THIS CONTRACT
IS NOT A SUBCONTRACTOR OR SUBGRANTEE, BUT SiMI<PLY A PROVIDER OF GOODS AND
RELATED SERVICES
2. Leasing
State Departments are restricted from using leasing agreements and rental options under this
Participating Addendum. Local agencies are able to take advantage of leasing options in the WSCA
Master Price Agreement B27180 without restrictions.
3. Changes:
For changes under this Participating Addendum by any Eligible Entity fisted In Section 1, Scope, the
following Changes apply.
a. The California General Provisions (CAGP) Revision 811012009 (GSPD.401iT based on
April 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 prevaii if there is a conflict between the terms
and conditions of the contractor's WSCA Master Price Agreement Number 827180,
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, B27160.
Participating Addendum No. B27160 Amendment 1
Dell Marketing LP.
WSCA Master Price Agreement Number 1327160 cover page is hereby modified as follows:
"Original Award Date` changed to `Effective Date September 1, 200Ir.
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 wiil assist the other party In orderly
termination of the contract and the transfer of all assets, tangible and Intangible, as may
facilitate the orderly, notdisrupted 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 ZIPCODE
SHIP TO NAME
SHIP TO ADDRESS
SHIP TO CITY
SHIP TO ZIPCODE
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 Administrator 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 fee 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)
Page 2 of 5
Due OCT 31
Due JAN 31
Due APR 30
Due JUL 31
9•
Participating Addendum No. B2718 3 Amendment 1
Dell Marketing L.P.
Reports shall be submitted electronically to PDWSCA@dgs.ca.gov. Administrative fee
checks shall be submitted to:
State of California
Department of General Services
Procurement Division
Attention: WSCA Payment Processing
707 3rd Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
Participating Addendum Contacts:
1) The primary Contractor Contract Manager for this Participating Addendum shall be as
follows:
Contractor. Dell Marketing L.P.
Name: Amy Ivy
Phone: (512) 723-6201
Fax . (512) 283-9092
E-Mail: AmyivyOeli.com
Address: One Dell Way, MS RR8-07
Round Rock, TX 78682
2) Should the Contractor Contract Manager information change, the Contractor will
provide written notice with the updated information to the State Contract
Administrator no later than ten business days after the change.
3) The State Contract Administrates" for this Participating Addendum shall be as follows:
Name: Julie Matthews
Phone: (916) 375-4612
Fax: (916) 375-4683
F-Neil: Julie.Matthewsfgdgs.ca.gov
Address: State of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
4) Should the State Contract Administrator information change, the State will provide
written notice with the updated information to the Contractor Contract Manager no
later than ten business days after the change.
4 . -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.
Page 3 of 5
Participating Addendum No. B27180 Amendment 1
Deft Marketing LP.
i_ 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 date 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:
a. Contractor may use State -approved Servicing Subcontractors under this Participating
Addendum for sales and service functions as defined herein.
b. Contractor shall be responsible for successful performance and compliance with all
requirements In accordance with the terms and conditions under this Participating
Addendum, even if work is performed by Servicing Subcontractors. All State policies,
guidelines, and requirements shell apply to Servicing Snors.
c. Contractor will be the sole point of contact with regard to Participating Addendum
contractual matters, reporting, and administrative fee requirements. -
d. For the purposes of this Participating Addendum, Servicing Subcontractors are classified
as follows:
I) "Authorized Readier'
a) Authorized Resellers may provide quotes, accept purchase orders, fulfill
purchase orders, perform maintenancelwarranty services and accept
payment from ordering agencies for products and associated services
offered under this Participating Addendum.
b) Authorized Resellers are responsible for sending a copy of all purchase
orders and invoices to the Contractor for compliance with quarterly usage
reporting and administrative fee requirements.
c) All purchase documents to Authorized Resellers shalt reference the .
Participating Addendum Number and Dell Marketing L.P, as the Contractor.
2) "Agent"
a) Agents are only authorized to provide quota, sales assistance,
configuration guidance and ordering support for products and associated
services offered under this Participating Addendum.
b) Agents are not authorized to accept orders or payments.
a Subject to the approval of the State, Servicing Subcontractors may be added or deleted
during the contract term.
f. Contractor shall obtain written approval for all proposed Servicing Subcontractors from the
State Contract Administrator prior to updating the Contractor's dedicated website for this
Participating Addendum.
Page 4 of 5
9.
Participating Addendum No. B27160 Amendment 4
Dell Marketing LP.
Proposed Servicing Subcontractor requests must include the following information at a
minimum:
1) Company name
2) Address
3) Contact name
4) Phone number
5) Email
h. State -approved Servicing Subcontractors will be posted on the State's eProcurement
website_
6. Services
The terms of the Master Purchase Agreement shall apply each time Customer engages Contractor
to provide eligible services. All services provided will be described in one or more of the following:
[) 'Service Descriptions" used to describe any services purchased by an entity;
(iij any mutually agreed upon "Statement of Work" ("SOW") executed by the parties; or
(iii) any "Technical Specification Form" approved by the parties
6. 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 exhbits and/or amendments, set forth the
entire agreement between the parties with respect to the subject matter of all 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.
By signing below, Dell Marketing LP. agrees to offer the same products/and or services es on the WSCA
Master Price Agreement Number 627160 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 927160 Amendment 1
as of the date of execution by both parties below.
State of Califor
By:
Name: Jim Butler
Title: Deputy Director
Date:
c�
Page 5 of 6
Dell Marketing P.
By:
Name:
Title: Contracts Sr. Consultant
101)1;
Date:
GSPD-4011T
WESTERN STATES CONTRACTING ALLIANCE (WSCA)
COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014)
DELL MARKETING, L.P.(B27160)
,GENERAL PROVISIONS ,
1. DERNITIONB: Unless otherwise specified In the Statement of Work the
following terms- chef be given the meaning shown, unless context
requires otherwise.
"Acceptance Tests" means those tests performed during
the Performance Period which we intended to determine
compliance of Equipment and Software with the
specifications and all other Attachments incorporated herein
by reference and to dotemmire the reliability of the
Equipment.
"Application Program" means a computer program which
is Intended to be executed for the purpose of performing
useful work for the user of the Information being processed.
Application programs are developed or otherwise acquired
by the user of the Hardware"Softtivare system, but they may
be supplied by the Contractor.
'Attachment" means a mechanical, electrical, or electronic
interconnection to the Contractor -supplied Machine or
System of Equipment manufactured by other than the
original Equipment manufacturer, that is not connected by
the Contractor.
"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's authorized contracting official.
"Commercial Software" means Software developed or
regularly used that: (I) has been sold, leased, or licensed to the
general public; (ii) lies been offered far sale, lease, or license to
the general public; (if) has not been offered, sold, leased, or
licensed to the public but will be available for commercal sale,
lease, or license in time to satisfy the delivery requirements of
this Contract; or (iv) satisfies a criterion expressed in (I), (Il), or
(ill) above and would require only manor modifications to meet the
requirements of this Contract.
"Contract" means this Contract or agreement (iincluding
any purchase order), by whatever nine 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 '
State enters into this Contract, Contractor shall be
synonymous with 'supplier", 'vendor' or other similar term.
"Data . Processing Sutaeyatem" means a complement of
Contractor -furnished individual Machines, inducing the
necessary controlling elements (or the functional equivalent)
and Operating Software, if any, which are acquired to
operate as an integrated group, and which are
interconnected entirely by Contractorsupplied power andtor
signal cables; e.g., direct access controller and drives, a
duster of terminals with their controller etc.
"Data Processing System (System)" means the total
complement of Contractor -furnished Machines, Including one
or more central processors (or instruction processors) and
Operating Software, which are acquired to operate as an
integrated group. •
"Deliverables" means Goods, Software, Irik,rmetion
Technology, iejecommunicstions 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(s)" means for each product, If applicable,
the central processing anti of the computers or the server
unit, including any associated peripheral units. IF no
specific "Designated CPU(sr are 'specified on the Contract,
the term shall mean any and all CPUs located at the site
Revision $f10I2000 (GSPD-4011T based on April 12 2007)
specified therein.
"Documentation" means nonproprietary manuals and other
printed materials necessary or useful to the State in ifs use
or maintenance of the Equipment or Software provided
hereunder. Manuals and other printed materials customized
for the State hereunder constitute Documentation only to
the extent' that such materials are , described In or required
by the Statement of Work.
"Equipment" is an all-inclusive term which refers either to
individual Machines or to a complete .Data Processing
System or subsystem, including its Hardware end Operating
software Of any).
"Egodpment Failure" is a malfunction in the Equipment,
excluding all external factors, which prevents the.
accomplishment of the Equipment's intended funotion(s). • if
microcode or Operating Software melding in the Equipment
Is necessary for the proper operation of the Equipment a -
failure of such microcode or Operating Software which
prevents the acconnptishment of the Equipment's Intended
functions shall be deemed to be an Equipment Failure.
"Faotflty Readiness Data" means jhe date epee -fed In the
Statement of Work by which the State must have the site
prepared and available for Equipment delivery and
installation.
"Goods" means all 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 data specitled In the
Statement of Work by which the Contractor must have the
ordered Equipment ready (certified) for use by the State,
"Information Technology", fncludas, but Is not limited to,
all electronic technology systems and WACO*, 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, • end all related
interactions between people and Machines.
'Machine" means an individual unit of a Data Processing
System or subsystem, separately fdenti#ed by;a type andlor
model number, comprised of but not limited to mechanical,
electro-mechanical, and - electronic ..parts, microcode, and
special features instatted thereon and Including arty
necessary Software, e-.g., central processing runt, 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 mating such change.
"Maintenance Diagnostic Routines" means the diagnostic
Programs customarily used by the Contractor to teat
Equipment for proper functioning end reliability.
"Manufacturing Materials" means parts, tools, dies, jigs,
fixtures, plans, drawings, and information produced Cr
acquired, or rights acquired, specifically ically to fulfill obligations
set forth herein:
"Mean Time Between Failure (bMTBF)" moans the average
expected or observed time between cornecutive failures in a
System or component
"Mean Time to fair (MTiR)" means the average expected or
observed time required to repair a System or component and
return it to normal operation.
Page 1 of 10
ieSPD-4011T
WESTERN STATES CONTRACTING ALLIANCE (WSCA)
COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014)
DELL MARKETING, L-P.{827160)
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
its 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 lime purposes, that time during which
Equipment is in actual operation and Is not eynanymous
with power on time.
"Performance 'Posting Period" means a period of time
during which the State, by appropriate tests and production
runs, evaluates the performance of newly Installed
Equipment and Soltware prior to es acceptance by the
State.
"Period of Maintenance Coverage" means the period of
time, as selected by the State, during which maintenance
services are provided by the Contractor for a fixed monthly
charge, as opposed to an hourly charge for services
rendered. The Period of Maintenance Coverage consists of
the Principal Period of Mainterranoe and any additional
hours of coverage par day, andfor increased coverage for
weekends and holidays.
"Preventive Maintenance" means that maintenance,
performed on • e scheduled basis by the Contractor, which Is
designed to 'keep the Equipment in. proper operating
conddiron,
"Principal Period of Maintenance" means any nine
consecutive hours per day (welly between . the hews of
7;00 a.m. end 000 p.m.) as selected by the State,
Including an official meal period not to exceed one hour.
Monday through Friday, excluding holidays observed at the
installation.
"Programming Aids" means Color -supplied programs
and routines executable on the Contractor's Equipment
which assists a programmer in the development of
applications Including language processors, sorts,
communications modules, data base management systems,
and utility routines. (tape -to -disk routines, disk -to -print
routines. etc.).
"Program Product" means programs, routines, subroutines,
and related Items which are proprietary to the Contractor
and which are licensed to the State for its use, ueuaiy on
the basis of separatey stated charges and appropriate
contractual provisions.
"RRertredial Maintenance" means that maintenance
performed by the Contractor which resuite from Equipment
(including Operating Software) failure, and which fs
performed as reduired, La., on an uenscheduied basic
"Site Licensee means for each product, the term 'Site
License" Shall mean the icense established upon acquisition
of the applicable number of copies of such product and
payment of the applicable license fees as eel forth in the
Statement of Wale,
"Software" means an allfnciusive term which refers b any
computer programs, routines, or subroutines supplied by the
Contractor, includirng Operating Software, Programming Aids,.
Application Programs, end Program Products.
"Software Failure" means a malfunction in the Contractor -
supplied Software, other than 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, see definition of Equipment Failure.
"State" means the government of the State of California,
Revision 810/2009 (GSAD•4011T based on April 12, 2007)
its employees and authorized representatives, including
without limitation any department, agency, or other urdt of.
the government of the State of California.
"System" means the complete collection of Hardware,
Software and senrlces as described to this Contract,
integrated and functioning together, and performing in
accordance with this Contract.
"U.S. Intellectual Property Rights" means Intellectual property
rights enforceable In the United States of America, including
without limitation rights in trade secrets, copyrights, and U.S.
patents.
2. CONTRACT FORMATION:
a) If this Contract results from a sealed bid offered in response to a
solicitation conducted pursuant to Chapters 2 (commencing with
Section 10290), 3 (commencing with Section 12100), and 3.6
(commencing with Section 12128) of Part 2 of Division 2 of the
Pubic Contract Code (PCC), then Contractor's bid Is a firm offer
to the State which Is accepted by the Noumea of this Contract
end no further action Is required by either party.
b) If this Contract results from a solicitation other than described
in paragraph a), above, Contractor's quotation or proposal is
deemed a firm offer and this Contract doctenent is the Slate's
acceptance of that aft.
c) If this Contract remitted from a joint bid, it shell be deemed one
Indivisible Contract. Each such joint Contractor will be Jointly and
severally liable for the performance of the entire Contract Tine
State assumes no resporelbllly or obligation for the division of
orders or purchases among joint Contractors.
3- COMPLETE INTEGRATION: This Contract, including any documents
incorporated herein by express reference, is intended to he a
complete integration and there are no prior or contemporaneous
deferent or additional agreements pertaining to the' subject matter of
the Contract.
4. 8EVERABILITY: The Contractor and the State agree that if any
provision of this Contract is found to be illegal or unenforceable, such
term or provision shall be deemed stricken and the remainder of the
Contract shall remain in full force and affect Either party having
lmowiedge of such term or provision shall promptly inform the other of
the presumed non-applc abiity of such provision.
S. INDEPENDENT CONTRACTOR: Contractor and the agents and
employees of Contractor, in the performance of this Contract, shell act
In an independent Capacity and not as olflcars or employees ar agents
of the State.
0. APPLICABLE' LAW: This Contract shall be governed by and shall be
Interpreted in accordance wilt the laws of the State of California;
venue of any action brought with regard to this Contract shall be to
Sacramento County, Sacramento, California. The United Nations
Convention co Contracts for the International Sale of Goods shall not
apply to this Contract
7. COMPUANCE WITH STATUTES AM) REGULATIONS:
e) Contractor warrants and certifies that In the performance
of this Contract, it will comply with all applicable statutes,
rules, regulations and orders of the United States end the
State of California and agrees to indemnify the State
against any loss, cost, damage or liability. by reason 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.(B27150)
GENERAL PROVISIONS
c) 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 [legation
might create precedent affecting future State operations or
liability, or when involvement of the State is otherwise
mandated by law, the Stale may participate In such action
at Its own expense with respect to attorneys' fees and
costs (but not liability); (ii) the State will have the right to
approve or disapprove any settlement or compromise, which
approval will not unreasonably be withheld or delayed; and
(ill) the State 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 (INTO)
Government Procurement Agreement'(GPA).
e) To the extent that this contract tails within the scope of
Government Code Section 11135, Contractor hereby agrees
to respond to and resolve any complaint brought. to its
attention, regarding accessible/ of its products or services,
S. 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 lots,
cost, liability, and expense (Including reasonable attorney fees) arising
out of any breach of this warranty. Further, Contractor avers that Pt
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
end 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 prindples
of government or public law am Involved, when litigation
might create precedent affecting future State operations or
liability, or when involvement of the Slate ie otherwise
mandated by law, the State may participate In such action
et Its own expense with respect to attorneys' fees and
costs (but not liability); () the State wig have the right to
Approve or disapprove any settlement or compromise, which
approval will not unreasonably be withheld or delayed; and
(lil) the State will reasonably cooperate in the defense and
in any related settlement negotiations.
9. ASSIGNMENT: This Contract shalt not be assignable by the Contractor
in whole or in pert 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 Stele or the failure
of the Stele on any occasion, to enforce any right or provision of the
Contract, shall not be construed to be waiver by the State of its
rights hereunder and shall not prevent the State far enforcing such
provision or right on any future occasion. The rights and remedies of
the State herein are cumulative arid era 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 Inconsistency
between this Participating Addendum end Mester Price Agreement
the following order of precedence shall apply:
Revision W10/2009 (GSPD-4011T bused on April 12, 2007)
a executed participating addendum(s);
b) the terms and conditions of the Master Price Agreement
o) exhibits to the Matter Price Agreement;
el) the fist 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 elmrlar
- document).
13. PACKING AND SHIPMENT:
e) All Goods are to be packed In suitable containers for protection In
shipment and storage, and in accordance with applicable
specifications. Each container of a multiple container shipment
shall be identified to:
I) show the number of the container and the total number of
containers in the shipment and
II) the number of the container in which the packing sheet has
been ened-eed.
b) All shipments -by Contractor or Its subcontractors must Include
packing sheets identifying: the Slate's Contr®ct number, item
number; quantity and ' unit of measure; part number and
description of the Goods shipped; end appropriate evidence of
Inspection. if required. Goods for different Contracts shell be
listed on separate packing sheets.
c) Shipments must be made as specified in this Contract, as it may be
amended, or otherwise directed in writing by the State's
Transportation Management Unit within the Department of
General Services, Procurement Division.
13. TRANSPORTATION COSTS AND OTHER FEES OR EXPENSES:
No charge for ,delivery, drayage, amerces, parcel post, packing,
cartage, insurance, license fees, permits, cost of bonds, or for any
other purpose wet be paid by the State unless expressly included end
itemized in the Contract
a) Centimeter must strictly follow Contract requirements regarding
Free on Board (F.O.B.), freight teens and routing instructions.
The Stale may permit use of an alternate carrier at no additional
- coat to the State with advance written authorization of the Buyer.
b) If 'prepay and add" is selected, supporting freight bills are required
when over $50, unless an exact freight charge is approved by
the Transportation Management Unit within the Department of
General Services Procurement Division and a waiver is granted.
c) On 'F.O.B. Shipping Point" transactions, should any shipments
under the Contract be received by the State in a damaged
condition and any related freight Ices end damage claims filed
against the carrier or cariers be wholly or partially declined by
the carrier or carriers with the Inference that damage was the
result of the act of the shipper such as inadequate packaging or
loading or some Inherent defect in the Equipment and/or
material, Contractor, on request of the State, shall at Contractorrs
own expense assist the State In establishing carrier liability by
supplying evidence that the Equipment and/or material was
properly constructed, manufactured, packaged, and secured to
withstand normal transportation 'Conditions.
14.. DELIVERY: Contractor shall striate' adhere to the delivery and
completion schedules specified in this Contract_ Time, if stated as a
number of days, shall mean calendar days unless otherwise specified.
The quantities specified herein are the only quantities required. If
Contractor delivers in excess of the quantities specified herein, the,
State shall not ha 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
eq'AY.
Page 3 of Ili
GSPD-4D1 lT
WESTERN STATES CONTRACTING ALLIANCE (WSCA)
COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014)
DELL MARKETING, LP.(827160)
GENERAL PROVISIONS
15. SUBSTITUTIONS: Substitution of Deliverables may not be tendered
without advance written consent of the Buyer. Contractor shalt not
use any specification in lieu of those contained in the Contract without
wrluan consent of the Buyer.
1e. INSPECTION, ACCEPTANCE AND REJECTION: Unless
DELETED
17. SAMPLES:
a) Semplos'of items may be required by the State for inspection and
specification testing end must be furnished free of expense to the
State. The samples furnished must be identical in all respects to
• the products bid andlor specified in the Contract.
b) Samples, if not destroyed by teats, may, upon request made at the
time the sample is furnished, be returned at Cartractor's
expense.
IS. '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 time.
In part, if the Department of General Services. Deputy
Director Procurement Division, or designee, determines that
a termination Is In the Stete's Interest The Department of
General Services, Deputy Meteor, Procurement Division, or
designee, shall terminate by delivering to the Contractor a
Notice of Termination specifying the -extent of termination
and the effective date thereof.
b) Alter receipt of a Notice of Temlination, end except as
directed by the State, the Contractor shall Immediately
proceed with the following obligations, as applicable,
regardless of any delay In determining or adjusting any
amounts due under this clause, The Contractor shall:
(i) Stop work as speahed 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.
(Ili) Terminate all subcontracts to the extent they mime to
the work terminated.
(rv) Settle ell outstanding liabilities end termination
settlement proposals arising from the terminatlan of .
subcontracts' -
Unless otherwise set forth in the Statement of Work. If the
Contractor and the State fail to agree on the amount to be
paid because of the termination 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 services
accepted by the Stale and not previously paid for,
adjusted for any savings on freight end other charges;
end
The total of:
A) The reasonable costs - irxcurred In the
performance of the work temnlnated, including
initial costs and preparatory expanses allocable
thereto, but excluding any cost attributable to
Deliverables or services paid or to be paid;
le) The reasonable cost of setti'mg and paying
termhratt'ori settlement proposals under terminated
subcontracts that are property chargeable to the
terminated portion of the Contract; and
C) Reasonable storage, transportation,
dernoblizetion, unamortteed overhead and capital.
costs, and other costs reasonably incurred by the
Revision 8110+2009 (GSPD4011T based on Apt'fi 12, 2007)
Contractor in winding down and terminating its
work.
The Contractor will 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 Slate may, subject • to the clause titled "Fame
Mejaure" and to subsection d) below, by written notice of
default to the Contractor, terminate the 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;
It) Make progress, so that the lack of progress
endangers performance Of this Conlracb or
It) Perform any of the other provisions of this Contract
b) The Staters right to terminate this Contract under sub-
section a) above, may be exercised if the failure constitutes
a material breach of this Contract and if the Contractor
does not cure each failure within the time frame .stated in
the State's aura notice, which In no event will be less than
fifteen (16) 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
services similar to those terminated, and the Contractor
we be liable to the State for any excess costs for those
Deliverables and services, Including without limitation costs'
third petty vendors charge for Manufacturing Materials (but
subject to the clause entitled lJmltatlon of Liability").
However, the Contractor shall continue the work not
terminated. •
d) B the Contract is terminated for default, the Slate may
require the Contractor to transfer title, or In the case of
licensed Software, lioense, and deliver to the State, as
directed by the Buyer, any:
0) completed Deliverables,--
(fi) partially completed Deliverables, arid, •
(ill) subject to —provisions of sub -section e) below.
Manufacturing Materials related to the terminated
portion of this Contract Nothing in this sub -section d)
will be oortstrued to grant the State right to
Deliverables that it would not have received had this
Contract been fully pertomied. Upon direction of the
Buyer, the Contractor shall .also protect and preserve
property in Its possession in which the State has en
interest.
e) The State Shall pay Contract price for completed
Deli omblea delivered end accepted. Unless the Statement
of Work calls for different procedures or requires no -charge
delivery of materials, the Contractor and Buyer shell 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 clause. The State may withhold from these
amounts any sum it determines to be necessary to preterit
the State against loss because of outstanding liens or
claims of former lien holders.
f) If, after termination, It is determined by a final ruling In
Page 4 of 10
GSPDr401 JT
WESTERN STATES CONTRACTING ALLIANCE (WSCA)
COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009'2014)
DELL MARKETING, L.P.(327160)
GENERAL PROVISIONS
accordance with the Disputes Clause that the Contractos
was not in default, the rights end 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 end 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 tier, the Contractor shall
not be liable for any excess costs d the failure to perform the Contract
arises from causes beyond the control and without the fault or
negligence of the Contractor. Examples of such causes include, but
are not limited to:
a) Acts of God or of the public enemy, and
b) Acts of the federal or State government In either its sovereign or
contractual capacity.
lithe fauna to perform is caused by the default of a subowrtractor at'
any tier, and If the cause of the default Is beyond the control of both
the Contractor and subcontractor, and without the fault or negligence
of either, the Contractor shall not be liable for any excess rests for
fallur+a to perform.
25. RIGHTS AND REMIEDIES OF STATE FOR DEFAULT:
a) In the.event any Deliverables furnished or services provided by the
Contractor in the performance of the Contract should fall to
corrferm to the requirements herein, or to the sample submitted
by the Contractor, the State may reject the same, and it shall
become the duty of the Contractor to reclaim and remove the
item promptly or to cored the performance of services, without
expense to the State, and Immediately replace all such rejected
' items with of ors 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 expenses to
step Deliverables via air freight or expedited routing to avoid or
.minimize actual ,or potential delay if the delay is the fault of the
Contactor.
e) in the event of the termination of the Contract, either in whole or in
part, by mason of default or breach by the Contractor, any loss
or damage sustained by the Slate in procuring any items which
the Contractor agreed to supply shalt be bore and paid for by
the Contractor [but subject to the clause entitled limitation of
Uablfity').
d) The State reserves the right to offset the reasonable cost of all
damages caused to the State against any outstanding invoices
or amounts owed to Contractor or to make a claim against the
Contractor therefore.
26. LIMITATION OF LIABILITY:
a) Contractor's liability for damages to the State for any
cause whatsoever, and regardless of the form of eclion,
whether In Contract or in tort, shall be limited to two times
the PUrchese Price. For purposes of this sub -section a),
"Purchase Price" we mean the aggregate Contract price;
except that, with respect to a Contract under which multliae
purchase orders wilt '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 service(e) that gave rise to the loss, such
that Contractor will have a separate amber -in of liability for
each purchase order.
b) The foregoing limitation of liability shall not apply (I) to
Revision 8 412009 (GSPD-401IT based on April 12, 2007)
liability under the General Provisioner entitled "Patent,
Copyright, and Trade Secret Protection" or to any other
liability (including without limitation indemnification
obligations) for infringement of third party intellectual
property rights; (iI) to claims covered by any specific
provision herein calling for liquidated damages; ell) to
claims arising under provisions herein calling for
Indemnification for third party dims against the State for
bodily injury to persons or damage to real or tangible
personal property caused try Contractor's negligence or
wdiful misconduct; or ('iv) to —costs or attorneys fees that
the State becomes entitled to recover as a prevailing party
In —any action.
a) The Staters liability .Mr damages for any cause
whatsoever,' end 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 conabued to waive or, limit the
Slate's sovereign immunity or any other immunity from suit
provided by raw.
d) In no event will either the Contractor or the State be
liable far consequential, Incidental, indirect, special, or
punitive damages, even if notification has been given as to
the possibility of such damages, except (f) to the extent
that Contractor's liability for such damages is specifically set
forth in the Statement of Wok or (ii) to the extent that
Contractor's liability for ouch damages arises out of sub -
sec ion b)(i), bXii), or b)(lv) above.
27. CONTRACTOR'$ LIABILTI Y FOR INJURY TO PERSONS OR
DAMAGE TO PROPERTY:
El) The Contractor shall be liable for damages arising out of Injury to
the person endfor damage to the property of the State,
employees of the State, persons designated by the State for
training, or any other persons) other than agents or employees
of the Contractor, designated by the State for any purpose, prior
to, during, or subsequent to dehuery, installation, acceptance,
and use of the Deliverables either at the Contractor's site or at
the State's place of business, provided that the injury or damage
was caused by the fault or negligence of the Contractor.
b) Contractor shall not be liable for damages arising out of or caused
by an alteration or en Attachment not made or Installed by the
Contractor, or for damage to alterations or Attachments that may
result from the normal operation and maintenance of the
Deliverables provided by the Contractor during the Contract.
28. MIDEMNIFlCATION: Contractor agrees to Indemnify, defend and
save harmless the State. its officers, agents and employees
from any and all third party deims, oasts (including without
limitation reasonable attorneys" fees), and losses due to the
Injury or death of any Individual, or the lose or damage to any
real or tangible personal property, resulting from the wilful
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 payment will
be conditional upon The following:
a) The State will notify Contractor of any such claim 1n writing
and tender the defense thereof within a reasonable lime;
and
b) Contractor will have sole control of the defense of any action
on such claim and all negotiations •for Its settlement or
compromise; provided that (0 when substantial principles of
government or public law are involved, when litigation might
create precedent affecting future State operations or tabNty,
Page 5 of 10
GSPD-401 IT
WESTERN STATES CONTRACTING ALLIANCE (WSCA)
COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014)
DELL MARKETING, L.P.(1127160)
GENERAL PROVISIONS
or Wien Invo vernent of the State is otherwise mandated by
law, the State may participate in such action at its awn
expanse with respect to attorneys' fees and costs (but not
liability); (II) the State will have the right to approve or
disapprove arty settlement or compromise, which approval
will not unreasonably be withheld or delayed; and (III) the
State will reasonably cooperate in the defense and in any
related settlement negotiations.
29. INVOICES: Unless otherwise specified. invoices shall be sent to
the address set forth herein. Invoices shall be submitted In triplicate
end shall Include the Contract number, release order number (if
applicable); item number; unit price, extended item price and invoice
total amount. State sales tax and/or use tax shall be, itemized
separately and added to each invoice as applicable.
3Q. REQUIRED PAYMENT DATE: Payment will be made In accordance
with the provisions of the California Prompt Payment Act, Government
Code Section 927 et. seq. Unless expressly exempted by statute, the
Act requires State agencies to pay properly submitted, unceseuted
invoices not more than 45 days after (i) the date of acceptance of.
Deliverables or performance of services; or (l) receipt of an
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 writinng, 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. CONFIDENTiAUTY OF DATA: , All financial, statislicat, personal,
technical and other data end information relating to the States
'operation which are designated confdential by the State end made
available to the Contractor In order to carry out this Contract, or which
become avallable'to the Contractor In carrying out this Contract, shall
be protected by the Contractor from unauthorized use and disclosure
through the observance of the same or more effective procedural
requirements es are applicable to the Stale. The identification of all
such confidential data and Information as well as the ;Staters
procedural requirements for- protection of such data and information
from unauthorzed use end disclosure shell be provided by the State
ei writing to the Cont. If the methods and procedures employed
by the Contractor for the proteuthar of the Contractor's data end
information are deemed by the State to be adequate for the protection
of the States confidential Infomratlon, such methods and procedures
may be used, with the written consent of the State to carry out the
intent of this paragraph. The Contractor shall not be required under
the provisions of this paragraph to keep confidential any data or
information which is or becomes publicly available, is already rightfully
In the Contractor's possession, Is Independently developed by the
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 0/19 (G$PD-4011T based on April 12, 2007)
36. DOCUMENTATION
a) The Contractor agrees to provide to the State, at no charge,
a number of ell nonproprietery manuals and other printed
meteriale, es described within the Statement of Work, and
updated versions thereof, which are necessary or useful to
the State in its use of the Equipment or Software provided
hereunder. The Contractor agrees to provide additional
Docurnentatton at prices not In extents 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 Contractor's then
current rates and fees adequate and reasonable assistance
including relevant Documentation to allow the. State to
maintain the Equipment based on Contractor's methodology.
The Contractor agrees that the State may reproduce such
Documentation for its own use In maintaining the
Equipment If the Contractor is unable to perform
maintenance, the Coshes ur agrees to license any other
Contractor that the State may have hired to maintain the
Equipment to use the above noted Docurnentetion. The
State agrees to include the Contractoes 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
communications 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 and 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 affiliates independently
of this Contract or applicable purchase order pre -Existing
Materials') do not constitute Work Product If Contractor
creates derivative wrier of Pre.Erdsting Materials, the
elements of such derivative works created pursuant to this
Contract constitute Work Product, but otter elements do
not. Nothing In this Section 37 will be construed to
interfere with Contractor's or its affiliates' ownership of Pre -
Existing Materials.
The State will have Government Purpose Rights to the
Work Product as Deliverable or delivered to the Slate
hereunder, "Government Purpose Rights" ere the
unlimited, irrevocable, worldwide, perpetual, royalty -free,
non-exclusive rights and Poetises to use, modify, reproduce,
perform, release, display, create derivative works from, end
disclose the Work Product 'Government Purpose Rights'
also include the right to release hr 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, Catbirds
local governments, the U.S. federal government, and the
State and local governments of other slates. "Government
Purpose Rights do not include any rights to use, modify,
reproduce, perform, release, display, create derivative works
from, or disclose the Work Product for any commercial
Page 6of10
GSPD-491IT
WESTERN STATES CONTRACTING ALLIANCE (WSCA)
COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014)
DELL MARKETING, L.P.(B27160)
- GENERAL PROVISIONS
purpose.
The Ideas, concepts, know-how, or techniques relating to
data processing, developed during the course of this
Contract by the Contractor or Jointly by the Contractor and
the • State may be used by either party without obligation
of notice or accounting.
This Contract shall not preclude the Contractor from
developing materials outside this Contract that are
competitive, irrespective of their similarity to materials which
might be delivered to the State pursuant to this Contract.
38. PROTECTION OF PROPRIETARY SOFTWARE AND
OTHER PROPRTARY DATA
a) State agrees that all material appropriately marked or
identified In writing as proprietary, and furnished hereunder
are provided for State's exclusive use for the purposes of
this Contract only, All such proprietary data shall remain
the property of the Contractor. State agrees to take all
reasonable steps to Insure that such proprietary data are
not disclosed to others, without prior written consent of the
Contractor, subject to the California Public Records Act. ,
b) The State will insure, prior to disposing of any media,
that any Licensed materiels contained thereon have been
erased or otherwise destroyed,
e) The State agrees that It will take appropriate action by
instruction, agreement or otherwise with its employees or
other persons permitted access to licensed software and
other proprietary data to satisfy its obligations 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 IHDEMMTY: •
a) Contractor will indemnify, defend, and save hamdeaa the
State, its officers, agents, and employees, from any and all
third party claims, costs (including without limitation
reasonable attorneys' fees), and losses for infringement or
violation of any U.S. Intellectual Property Right by any
product or service provided hereunder. With respect to •
claims arising from computer Hardware or Software
manufactured by a third party and sold by Contractor as a
reseller, Contractor will pass through to the State such
indemnity rights as It receives from such third party ('Third
Party Obligation') and will cooperate In enforcing . them:
provided that If the third party manufacturer fails to horror
the Third Party Obligation, Contractor will provide the State
with Indemnity protection equal to that called for by the
Third Party Obligation, but in no event greater than that
called for in the tint sentence of this Section 39a). The
provisions of the preceding sentence apply only to third
party computer Hardware or Software sold as a distinct rite
and accepted by the State.
Unlessa Third Party Obligation provides otherwise, the
defense and payment obligations set forth in this Section
39a) will be conditional upon the followings
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-pubfic law are
involved, when litigation might create precedent affecting
future State operations or liability, or when involvement
Revision W1OJ2009 (GSPL-4011T based on April 1Z, 2007)
of the State is otherwise mandated by law, the State
may participate In such action at its awn expense with
respect to attorneys' fees and costs (but rat liability) (ii)
the State will have the right to • approve or disapprove
any settlement or compromise, which approval will not
unreasonably be withheld or delayed; and (Ili) the State
will reasonably cooperate in the defense and in any
related settlement negotiations,
b) Contractor may be required to 'furnish a bond to the State
against any and all loss, damage, costs, expenses, Claims and
liability for patent, copyright and trade secret infringement.
c) Should the Deliverables or Software, or the operation thereof,
become, or hh the Contractor's opinion are likely to become. the
subject of a claim of b6ingenrent or violation of a U.S.
Intellectual Property Right, the State shall permit the Contractor
at its option and expense either to procure for the State the right
to continue using the Deliverables or Software, or to replete or
modify the same so that they become non -Infringing. If none of
these options can reasonably be takers, or if the use Of such
Deliverables or Software by the State shall be prevented by
injunction, the Contractor agrees to take back such Deliverables
or Software and make every reasonable effort to assist the State
in procuring substitute Deliverables or Software. if, in the sole
opinion of the State, the return of such hifriigging Deliverables or
Software makes the retention of other Deliverables or Software
acquired from the Contractor under this Contract irnprsctkal, the
State shall then have the option of terminating such Contracts, or
applicable portions thereof, without penalty or termination
charge. The Contractor agrees to take back such Deliverables or
Software and refund any sums the State has paid Contractor
less any reasonable amount foruse or damage.
d) The Contractor shall have no liability to the State under any
provision of this clause with respect to any claim of patent,
copyright or trade secret inhingementwhich is based upon:
(i) The combination or utilization of Deliverables furnished
hereunder with Equipment or devices not made or furnished
by the ContraCOor, or,
(Ii) The operation of Equipment furnished by The Contractor
under the control of any O terating Software other than, or
in addition to, the current version of Contractor -supplied
Operating Software or
(ill) The modification by the State of the Equipment furnished
hereunder or of the Software; or
(iv) The ' combination or utilization of Software furnished
. hereunder with non -contractor supplied Software.
e) Contractor citrates that it has appropriate systems and controls In
place to ensure that State funds will not be used in the
performance of this Contract for the acqulsttion, operation or
maintenance of computer Software in violation of copyright laws.
40. EXAMINATION AND AUDIT: Contractor agrees that the State, or Its
designated representative shall have the right to review and copy any
records arid supporting Documentation pertaining to performance of
the Contract Contractor agrees to maintain such records for possible
audit for a mhhlrrwm of three (3) years after final payment, unless a
longer period of records retention is stipulated. Contractor agrees to
allow the auditors) access to such records during normal business
hours and to allow interviews of any employees or others who might
reasonably 'have information related to such records. Further,
Contractor agrees to include a similar right of the Slate to audit
records and interview staff in any subcontract related to performance
of this Contract.
It. DISPUTES:— '
a) The parties shall deal In good faith and attempt to resolve potential
disputes freer, flatly. If the disputa persists, Contractor shall
Page 7 of-10
GSPD-401IT
WESTERN STATES CONTRACTING ALLIANCE (WSCA)
COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014)
DELL MARKETING, L.P027160)
GENERAL PROVISIONS
submit to the Dupre Insert Director or designee a written demand
for a final decision regarding the deposition of any dispute
between the parties arising under, related to or Involving this
Contract, unless the State, on its own initiative, has already
rendered aurh a final decision. Contractors writleri demand
shalt be fully supported by factual information, and tf such
demand involves a cost adjustment to the Contract. Contractor
shall Include with the demand a written staternent signed by en
authorized person Indicating that the demand is made in good
faith, that the supporting data are accurate and complete and
that the amount requested accurately reflects the Contract
adjusbnent for which Contractor believes the State is liable. if the
Contractor Is not satisfied with the decision of the Department
Dream or designee, the Contractor may appeal the decision to
the Department of. General Services, Deputy Director,
Procurement Division. to the event that this Contract is for
Information Technology Goods and/or services, the decision may
be appealed to an Executive Committee of Slate and Contractor
personnel.
b) Pending the final resolution of any dispute arising under, related to
or involving this Contract, Contractor agrees to diligently proceed
with the performance of this Contract, including the delivery of
Goods or providing of services in accordance with the State's
instructions_ Contractor's failure to diligently proceed in
accordance with the Staters instructions shall be considered a
material breach of this Contract
c) Any final decision of the State shall be expressly identified as such,
shell be in writing, and shall be signed by the Department
Director or designee or Deputy Director, Procurement Division if
en appeal was made. 1f tha State falls to render a final decision
within 90 days after receipt of Contractor's demand, It shall be
deemed a final decision adverse to Contractor's ciententbns.
The State's final decision shell tie conclusive and binding
regarding the dispute unless Contractor commences an action In
a court of competent jurisdiction to contest such decision within
90 days following the date of the final decision or one (1) year
fallowing the accrual of the cause of action, whichever is later.
42. STOP WORK:
a) The State may, at any time, by written Stop Work Order to the
Contractor. require the Contractor to stop all, or any part, of the
work called for by this Contract for a pertgd up to 90 days after
the Stop Work Order is delivered to the Contractor, and for any
further period to which the parties may agree. The Stop Work
Order shall be specifically identified as such and shall Indicate it
Is issued under this clause. Upon receipt of the Stop Wont
Order, the Contractor shall immediately comply with its terms
and take all reasonable steps to minimize the incurrence of costs
allocable to the work covered by the Stop Work Order during the
period of work stoppage. Within a period of 90 days after a Stop
Work Order is delivered to the Contractor, • or within any
extension of that period to which the parties shall have agreed,
the State shall either;
(l) Cancel the Stop Work Order, or
(Ii) Terminate the work covered by the Stop Work Order as
provided for in the termination for default or the termination
for convenience clause of this Contract,
b) If a Stop Work Order Issued under this derma is canceled or the
period of the Stop Wok artier or any extension thereof expires,
the Contractor shall resume work. The State shall make en
equitable adjustment In the delivery schedule, the Contract price,
or both, and the Contract shall be modified, In writing,
accordingly. lf: •
(I) The Stop Work Order results in an increase in the time
required for, or In the Contractor's cost properly allocable to
the performance of any pert of Ibis Contract; and
(k) The Contractor asserts its right to an equitable
Revision 8110/7009 (GSPD-4011T based on April f2, 2007)
adjustment within 30 days after the end of the period of
work stoppage; provided, that If the State decides the facts
Justify the action. the State may receive and act upon a
proposal submitted at any time before finial payment under
this Contract.
c) If a Stop Work Order is not canceled arid the work covered by the
Stop Work Order is terminated In accordance with the provision
entitled Termination for the Convenience of the Slate, the State
shall allow reasonable costa resulting fron'the Stop Work Order
in arriving at the termination settlement
d) The State ehell not be liable to the Contractor for lass of profits
because of a Stop Work Order issued under this clause.
43. FOLLOW -Ohl CONTRACTS:
If the Contractor or Ifs affiliates provides Technical
Consulting ' and Direction (as defined below), the Contractor
and • its affiliate:
(I) will not be awarded a subsequent Contract to
supply the service or system, or any significant
component thereat that is used for or in odrniection
with any subject of such Technical Consulting 'and
Direction; and
{li} wIA not act as consultant to any person or entity
that does receive a Contract described In sub -section
(I). . This prohibition will continue for one (1) year atter
termination of this Contract or completion of the
Technical Consulting and Direction, whichever comes
later.
"Technical Consulting .and Dlrectien" means services for
which the Contractor received compensation from the State
and Includes:
(I) development of or aesistance In the development of
wOric statements. specifications, solicitations., or
feasibility studies;
{If) development or design of test requirements; •
{It) evaluation of test data;
(iv) direction of or evauaton of another Contractor;
(v) pmutelon of formal recommendations regarding the
acquisition of Information Technology products or
services; or
(vi) provisions of formal recommendations regarding any
of the above. For purposes of this Section. "affiliates"
are employees, directors, partners, joint venture
participants, parent Corporations, aubsidienee, or any
other entity controlled by, controlling, or under common
control with the Contractor, Control exists when an
entity owns or directs mare than My percent (50%) of
the outstanding shares or securities representing the
right to vote for the 'election of directors or other
managing authority.
To 'the extent permissible by taw, the Director of the
Department of General Services, or designee, may waive
the restrictions set forth In this Section by written notice to
the Contractor if the Director determines their application
would not be in the States best interest Except' as
prohibited by law, 'the restrictions of this Section will not
apply:
to follow-on advice given by vendors of commercial
off-theoehelf products, inducing Software and Hardware,
on the operation, Integration, repair, or maintenance 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
time of Contract execution expressly calls for future
recommendations among the Contractor's own products.
The resbfctiona not forth in this Section are in addition to
Pape 8of10
GSPD-401 IT
WESTERN STATES CONTRACTING ALLIANCE (WSCA)
COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2009-2014)
DELL MARKETING, L..P (R27160)
GENERAL. PROVISIONS
conflict of interest restrictions imposed on public Contractors
by California law ("Cooed Laval.. In the event of any
inconsistency, such CorrflRct Laws override the provisions of.
this Section, even if enacted after newton of this
Contrecla
44. PRIORITY HIRING CONSIDERATIONS: If this Contract includes
services In excess of 5200,000, the Contractor shall give priority
consideration in tiling vacancIee in positions fended by the Contract to
qualified recipients of aid under Welfare and Institutions Code Section
11200 In accordance with PCC Section 10353,
45. COVENANT AGAINST GRATUITIES: The Contractor warrants that
no gratuities (In the form of entertainment, gifts, or otherwise) were
offered or given by the Contractor, or any agent or representative of
the Contractor, to any officer or employee of the State with a view
toward *merino the Contract or securing favorable treatment with
respect to 'any determinations concerning the performance of the
Contract. For breach or violation of this warranty, the State shal have
the right to terminate the Contract, either in whole or In part, and any
loss or damage sustained by the State in procuring on the open
market any Items which Contractor agreed to supply shreti be borne
and paid for by the Contractor. The rights and remedies of the State
provided in this clause shall not be exclusive and are in addition to
any other rights and remedies provided by law or in equity.
46. NONDISCRIMINATION CLAUSE:
a) During the performance of this 'Contract, Contractor and; its
subcontractors shall not uniewfuly discriminate, harass or allow
harassment, against any employee or applicant for employment
because of sex, sexual orientation, race, color, ancestry,
religious creed, 'national origin, disability (including FIN and
AIDS), medical concitlon (cancer), age, marital status, and denial
of family care leave. Contractor and subcontractors shell Insure
that the evaluation and treatment of their employees and
applicants for employment are free from such discrimination and
harassment. Contractor and subcontractors shall comply with the
provisions of the Fair Employment and Housing Act (Government
Code, Section 12900 et seq) and the applicable regulations
promulgated thereunder (California Code of Regulators, hue 2.
Section 7285.0 et seq.). The applicable regulations of the Fair
Employment and Housing Commission Implementing
Government Code Section 12990 (a-f), set forth in Chapter 5 of
Division 4 of Title 2 of the California Code of Regulations are
incorporated into this Contract by reference and made a part
hereof es if set forth in full. Contractor and its subcontractors
shall give written notion of their obligations under this clause to
labor organizations with which they have a collective bargaining
or other agreement.
b) The Contractor shall include the nondiscrimination and compliance
provisions of this clause in all subcontracts to perform work
under the Contract.
47. NATIONAL LABOR RELATIONS BOARD CERTIFICATION:
Contractor swears under penalty of perjury that no more then one
-final, unappeeiable finding of contempt of court bye federal court has
been issued against the Contractor within the Immediately preceding
two-year period because of the Contractor's failure to comply with en
order of the National Labor Reletions Board. This provision is
required by, and shall be construed in accordance with, PCC Section
10206.
48. ASSIGNMENT OP ANTITRUST ACTIONS: Pursuant to Government
Code Sections 4552, 4553, and 4554, the following provisions are
incorporated herein:
a) In submitting a bid to the State, the supplier offers and agrees that
Revision & Mt'lJ200S fGSPD-4O1lTbssedonApril IZ MT)
if the bid is accepted, it wits assign to the State all rights, title, and
interest in end to all causes of action it may have under Section 4
of the Clayton Act (15 U.S.C. 15) or under the Cartwright Act
(Chapter 2, commencing with Section 18700, of Part 2 of
Division 7 of the Business and Professions Cods), arising from
purchases of Goods, material or other hems, or services by the
supplier for sale to the State pursuant to the sotcitadion. Such
assignment shag be made and become effective at the time the
State tenders final payment to the supplier.
b) If the State receives, either through Judgment or settlement; a
monetary recovery for a cause of action signed under this
chapter, the assignor shalt be entitled to receive reimbursement
for actual legal costs incurred and may, upon demand, recover
from the State any portion of the recovery, including treble
damages, attributable to overcharges that were paid by the
assignor -but were not paid by the Stale as pert of the bid price,
less the expenses incurred in obtaining that portion of the
recovery.
c) Upon demand in writing by the assignor, the assignee shall, within
one year from such demand, reassign the cause of action
assigned under this part if the assignor has been or may have
been Injured by the violation of law for which the cause of action
arose and
Other assignee has not been injured thereby or
(II) the assignee declines 'to file a court action fur the cause of
action.
49. DRtJG-FREE WORKPLACE CERTIFICATION: The Contractor
comes under penalty of perjury under the laws of the State of
California that the Contractor will comply with the requirements of the
Dnrg.Free Workplace Acd of I ca0 (Government Code Section 8350 et
seq.) and will provide a drug -free workplace by taking the following
adiors:
a) Publish a statement nottlying 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 8355(a).
b} Establish a Drug -Free Awareness Program as required by
Government Code Section 8 366(b) to Inform employees about all
of the following:
(I) the dangers of drug abuse in the workplace;
(ir). the person's or organization's policy of maintaining a drug -
free workplace;
(Ili) any available counseling, rehabilitation and employee
assistance programs; and.
(Iv) penalties that may be Imposed upon employees for drug
abuse vioiatiins.
c) Provide, as required by Government Code Section 8355(c), that
every employee who works on the proposed or resulting
Contract:
(1) wlli receive a copy of the company's drug -free policy
statement, and,
01) will agree to abide by the terms of the company's statement
see condition of employment on the Contract.
$0. FOUR -DIGIT DATE COMPLIANCE: Contractor warrants that
It will provide only Four-Difit Date Compliant (as denim below)
Deliverables andlor services to the Stale, 'Four Digit Date
Compliant' Deliverables and services can accurately process,
calculate, compare, and sequence date data, including without
limitation date date arising out of or relating to leap years and
changes in centuries. This warranty and representation is
subject to the warranty terms and conditions of this Contract
and does not limit the generality of warranty obligations set forth
elsewhere herein- '
Page 9 of 'ID
GSPD-4D4lT
WESTERN STATES CONTRACTING ALLIANCE (WSCA)
COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICES (2OO9-2014)
DELL MARKETING, L.P.(627160)
GENERAL PROVISIONS
51. SWEATFREE CODE OP CONDUCT:
a) Contractor declares under penalty of perjury that no equipment,
maieriala, or supplies fumlahed to the State pursuant to the
contract have been produced In Ode or in part by sweatshop
labor, forced labor, convict labor, indentured labor under penal
sanction, abusive forms of child labor or exploitation of children
in sweatshop labor, or with the benefit of sweatshop labor, forced
labor, convict tabor, indentured labor under penal sancton,
abusive forms of chid labor or exploitation of chldren in
sweatshop labor. Contractor further declares under penalty of
perjury that they adhere to the S ea free Code of Conduct as set
forth on the California Department of Industrial Relations websife
located at www.dW.ca.gev. and Public Contract Coda Section
6108.
b) Contractor agrees to cooperate fully in providing reesonable access
to Its records, documents, agents or employees, or premises If
reasonably required by authorized officials of the State, the
Department of industrial Relations, or the Department of Justice
to determine Contractors compliance with the • requirements
under paragraph (a).
62. RECYCLING: The Contractor shall certify in writing under penalty of
perjury, the minimum, if not exact. percentage of post consumer
material as .defined in the Public, Contract Code Section 12200, in
products, materials, goods, or supplies offered or sold to the State
regardless of whether the product meets the requirements of Section
12209. With reepect to printer or duplication cartridges that comply
with the requirements of Section 12156(e), the ceritfrcaticn required
by this subdivision shall specify that the cartridges so comply (PCG
12205).
53. CHILD SUPPORT COMPLIANCE ACT: For any Contract in excess of
3100,000, the Contractor acknowledges in accordance with FCC
Section 7110, that
e) The Contractor recognines the importance of Child
and
familyl
support obligations and shall fully .comply with
State end federal laws relating to child and family support
fit, including, but not limited to, disclosure of
information and compliance with earnings assignment orders, as
provided in Chapter 8 (commendng with Section 5200) of Part 5
of Division a of the Family Code; and
b) The Contractor, to the best of Its knowledge Is fully complying with
the earnings assignment orders of utl employees and is providing
the names of al new employees to the New Hire Registry
maintained by the Celfomia Employment Development
Department
54, AMERICANS WiTH DISAS LITIES ACT: Contractor assures
the State that Contractor complies with the Americans with
Disabilities Act of 1990 (42 U.S.C. 12101 et seq). •
55.-ELECTHONIC WASTE RECYCUNG ACT OF 2003: The Contractor
certifies that it complies with the requirements of the Electronic Waste
Recycling Act of 2003, Chapter 8.5, Part 3 of Division 30,
commencing with Section 42460 of the Public Resources Code,
relating to hazardous end solid waste. Contractor slat maintain
documentation and provide reasonable access to its records and
documents that evidence compliance.
subdivision (a) of PCC Section 10205.1.
57, EXPATRIATE CORPORATIONS: Contractor hereby declares
that it is not an expatriate corporation or subsidiary of an expatriate
corporation within the meaning of PCC Sections 10286 and 10286.1,
and is eligible in contract with the State.
58. DOMESTIC PARTNERS: For contracts over $100,000 executed
or amended after January 1, 2007, time contractor certifies that the
contractor is in compliance with Public Ccidbiret Cade section
10295.3.
56. USE TAX COLLECTION: In accordance wlh PCC Section
10285,1, Contractor certtlee that it compiles with the requirements of
Section 7101 of the Revenue end Taxation Code. Contractor further
certifies that d will immediately advise State of any change in its
retailer's seller's permit or certification of registration or applicable
affiliate's seller's permit or certificate of registration es described In
Revision 8110/2009 (GSPD-4011T based on April 72, 2007) Page 10 of 10